Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. Except as otherwise specifically set forth in Section 3.2, Buyer shall assume (i) all Liabilities of the Company or any of its Subsidiaries that primarily arise or have arisen out of, in respect of or as the result of the ownership, operation or transfer of the Purchased Assets or the Business (together with those covered by Sections 3.1(a) through (j) below, the "Assumed Liabilities") and (ii) without limiting the generality of clause (i) of this sentence, the following Liabilities: (a) Upon the terms and subject Liabilities set forth in Section 3.1(a) of the Disclosure Letter; (b) except for any Liabilities expressly retained by the Company or its Subsidiaries under Article IX, the Liabilities of the Company or its Subsidiaries that primarily arise or have arisen out of, in respect of or as the result of any Contracts constituting Purchased Assets; (c) the Liabilities of the Company or its Subsidiaries for any infringement, impairment, dilution, misappropriation or other violation or misuse ("Infringement") or alleged Infringement of the rights of any other Person relating to Intellectual Property that primarily arise or have arisen out of, in respect of or as the result of the ownership, operation or transfer of the Purchased Assets or the Business; (d) the Liabilities of the Company or its Subsidiaries in respect of products manufactured, marketed, distributed or sold by or as part of the operation of the Business prior to the conditions Closing Date, including product liability and negligence claims and other Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims; (e) all Liabilities of the Company or its Subsidiaries under or relating to Environmental Law or Hazardous Substances, to the extent any such Liabilities arise or have arisen out of, in respect of or as the result of the ownership, operation or transfer of the Owned Real Property, which Liabilities include, but are not limited to, Liabilities in respect of any obligations under the New Jersey Industrial Site Recovery Act in relation to the Owned Real Property located in Cranbury, New Jersey and those matters specified in Section 3.1(e) of the Disclosure Letter; (f) all transfer taxes, conveyance taxes and sales taxes incurred by the Company or Buyer in connection with the Transactions (excluding any such taxes incurred in connection with the transactions effected pursuant to the Merger Agreement or taxes that are in the nature of a tax on income or gain of the Company); (g) except for any Liabilities expressly retained by the Company or its Subsidiaries under Article IX of this Agreement, all Liabilities to the extent that such Liabilities arise or have arisen out of, in respect of or as a result of the employment (or termination of employment) of any Employees and all obligations under the Compensation and Benefit Plans and the International Compensation and Benefit Plans, regardless of whether such plans are actually assumed or adopted by Buyer to the extent related to any Available Employees, any employees of the Transferred Subsidiaries and, to the extent provided in Section 9.2, any Transition Employees and 60% of any retiree medical liabilities incurred with respect to any Employee who was an Available Employee before termination of employment and who terminates employment with the Company shall assume, effective as of 12:00:01 a.m. on from the date hereof through and including the Closing DateDate under circumstances which entitle such Employee to retiree medical coverage under any plan, and from and after the Closing policy or arrangement of the Company or its Affiliates (a "Covered Retiree"); provided that it is expressly agreed that Buyer shall payhave no obligation to assume or adopt any Compensation and Benefit Plan other than the Assumed Pension Plan and, perform to the extent they cover Available Employees and discharge when due, all employees of the following liabilitiesTransferred Subsidiaries, obligations the Split Dollar Agreements, Corporate Officer Medical Expense Reimbursement Plan, Personal Financial Counseling Policy, Executive Employment Agreements, Change in Control Agreements and commitments (“Liabilities”Consulting Agreements listed in Section 6.7(a) of Parent the Disclosure Letter and the International Compensation and Benefit Plans. (which h) the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (of Buyer under the “Assumed Liabilities”)arrangements contemplated by Section 8.6; (i) all Accounts Payable, accrued expenses and other current liabilities arising out the Liabilities of or relating to the Product, the Acquired Assets Company or the Business arising on Transferred Subsidiaries that arise or after the Closing Date; (ii) all Liabilities have arisen out of, in respect of any lawsuits, claims, actions or proceedings arising out of or relating to as the manufacture, production, marketing, commercialization, distribution or sale result of the Product or the ownership, sale, lease or use of any Contracts set forth in Section 6.5(c) of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateDisclosure Letter; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at the Company Closing, each of the Sellers shall assume, effective as of 12:00:01 a.m. on the Closing Dateassign, and from the Buyer Group shall assume and after the Closing the Company shall agrees to pay, perform and discharge when due, all the following Liabilities of the following liabilitiesSellers, obligations and commitments (“Liabilities”) which arise out of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) conduct of the 17173 Business by the Sellers or are related to the Purchased Assets (the “Assumed Liabilities”);): (i) all Accounts PayableLiabilities under the Assigned Contracts which are assigned to the Buyers incurred after December 31, accrued expenses and 2011, other current liabilities than Liabilities arising out of under or relating to events or conditions prior to or on December 31, 2011; provided however, if any Consent with respect to the Productassignment of any Assigned Contract has not been obtained on or prior to the Closing Date and the applicable Seller and the applicable Buyer have entered into an arrangement pursuant to clause (ii) or (iii) of Section 2.07(b) hereof, the Acquired Assets Buyer Group shall assume and be responsible for the payment, performance and discharge all Liabilities under such Assigned Contract incurred after December 31, 2011, other than Liabilities arising under or the Business arising relating to events or conditions on or after the Closing Date;prior to December 31, 2011; and (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating Kylie (subject to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating Buyers’ rights to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”indemnification under ARTICLE VIII); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision For the avoidance of this Agreementdoubt, subject to the Buyers’ rights to indemnification under ARTICLE VIII, the Company Buyers shall bear all the Liabilities arising from the ownership or use of the Purchased Assets or the operation of the 17173 Business following December 31, 2011 (including without limitation, all Liabilities arising out of the employment by the Buyer Group of the Personnel following December 31, 2011), except for any Liabilities arising out of events or conditions occurring on or prior to December 31, 2011 that are not assume Assumed Liabilities. In addition, during the period from the Closing through December 31, 2011 the Buyers shall comply with, and provide the services contemplated by, the Assigned Contracts which are assigned to the Buyers at the Closing and shall bear any Excluded LiabilityLiabilities arising from the ownership or use of the Purchased Assets or the operation of the 17173 Business during the period from the Closing through (and after) December 31, 2011, (i) resulting from the Buyer’s failure to comply with or provide the services contemplated by any such Assigned Contracts, non-compliance with any applicable Laws or Governmental Order, gross negligence, bad faith, or willful misconduct, in each case, during such period, on the part of which shall be retained and paid, performed and discharged when any of the Buyer Group Companies or (ii) due by Parent. The term “Excluded Liability” means:to Force Majeure.

Assumed Liabilities. (a) Upon At the terms Closing hereunder and subject to the conditions of except as otherwise specifically provided in this AgreementSection 2.3, the Company Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall agree to pay, perform discharge or perform, as appropriate, only the following liabilities and discharge when due, all obligations of the following liabilitiesFS Tech Entities (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)): (a) the Current Liabilities, as set forth on the Final Closing Date Balance Sheet; (ib) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Productextent accrued on the Final Closing Date Statement, any liabilities and obligations arising from the Acquired recall, design defect or other warranty Claims for any products manufactured or sold or services performed prior to the Closing Date, regardless of when such Claims are made or asserted; (c) subject to the specific indemnification provisions of Seller Parent set forth in Section 7.4(d)(i) and (ii), any liabilities and obligations arising in respect of the UK Employees to the extent that such liabilities and obligations are transferred to Buyer as a matter of law pursuant to TUPE; (d) any liabilities and obligations arising from the use of the Assets or the operation of the Business arising on or by Buyer after the Closing Date; (ii) all Liabilities in respect , but only to the extent that such liabilities and obligations do not arise from or relate to any breach by the Company of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use obligations under any provision of any of the Acquired Assets prior to, Assumed Contracts or any applicable Law that occurred on or after before the Closing DateDate and except as is contemplated by Section 2.3(b) above; (iiie) all Liabilities for warranty claims any liabilities and product liability or similar claimsobligations arising under the Assumed Contracts, including all suitsReal Property Leases and Personal Property Leases, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities but only to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; that such liabilities and obligations (viii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, arise on or after the Closing Date; and (ii) do not arise from or relate to any breach by the Sellers of any obligations under any provision of any such Assumed Contract, Real Property Lease or Personal Property Lease that occurred on or before the Closing Date; (f) subject to the exclusions set forth in Section 2.4(g) and the specific indemnification provisions of Seller Parent set forth in Section 12.2(a)(i)(F) and any related Claims made under Section 12.2(a)(ii) (subject to the applicable limitations set forth in Article 12), liabilities and obligations of the FS Tech Entities arising from events occurring after the Closing Date relating to Case No. 1:11-CV-00672, Neology v. Federal Signal Corporation, et al. filed in the U.S. District Court of Delaware (Wilmington) on July 29, 2011 (the “Delaware Neology Case”), and Case No. 2:12-CV-04422-GHK-JPR, Neology v. Federal Signal Corporation, et al. filed in the U.S. District Court for the Central District of California (Los Angeles) on May 21, 2012 (the “California Neology Case”, and together with the Delaware Neology Case, the “Neology Lawsuits”); and (viiig) all other Liabilities any liability arising from unpaid vacation pay as of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under but only to the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityextent that which has been accrued for on the Final Closing Date Balance Sheet. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of in this Agreement, the Company shall assume, effective at and as of 12:00:01 a.m. on the First Stage Closing Date, Sellers shall assign, and from Buyers shall assume and after the Closing the Company shall payagree to honor, perform pay and discharge when due, all of the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);Sellers: (i) all Accounts Payablethe obligations under the First Stage Purchased Contracts, accrued expenses First Stage Purchased Permits and other current liabilities the First Stage Transferred Communications Licenses, to the extent arising out of of, or relating to the Productresulting from, the Acquired Assets facts, events and circumstances occurring, or the Business arising on or which accrue, after the First Stage Closing Date; Date (ii) all Liabilities in respect of other than due to any lawsuits, claims, actions failure to comply or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use breach of any of the Acquired Assets prior toSellers or any of their Affiliates, whether before, on or after the First Stage Closing Date; ); (ii) all liabilities reflected on the balance sheet of the Business on the First Stage Closing Date that are included as Current Liabilities in the calculation of Working Capital; provided that to the extent Sellers fail to make any payment provided for in Section 2.4(g)(II) the amount equal to the amount of any such deficiency shall not be assumed by Buyers as an Assumed Liability; (iii) all Liabilities for warranty claims Circuit Commitments to the extent arising out of, or resulting from, facts, events and product liability circumstances occurring, or similar claimswhich accrue, including all suits, actions or proceedings relating after the First Stage Closing Date (other than due to any such Liabilitiesfailure to comply or breach of any of Sellers or any of their Affiliates, arising out of or relating to the Product) whether arising prior tobefore, on or after the First Stage Closing Date; ); and (iv) all those liabilities and obligations listed on Schedule 2.5(a), in each case except any Excluded Liabilities for Taxes arising out (collectively, the "First Stage Assumed Liabilities"); provided, that with respect to First Stage Purchased Contracts, First Stage Purchased Permits and First Stage Transferred Communications Licenses that are conveyed pursuant to the last sentence of or relating to or in respect Section 2.2(a), such items will constitute First Stage Assumed Liabilities as of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;applicable conveyance date(s). (vb) all Liabilities for transfer, documentary, sales, use, registration, value added Upon the terms and other similar Taxes and related amounts (including any penalties, interest and additions subject to Tax) incurred the conditions in connection with this Agreement, any at and as of (a) the Second Stage Closing Date, Sellers shall assign, and Buyers shall assume and agree to honor, pay and discharge when due, all of the Other Transaction Documents or following liabilities and obligations of Sellers: the transactions contemplated hereby obligations under the Second Stage Purchased Contracts, Second Stage Purchased Permits and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities the Second Stage Transferred Communications Licenses, to the extent arising out of of, or relating resulting from, facts, events and circumstances occurring, or which accrue, after the Second Stage Closing Date (other than due to the conduct of the Business any failure to comply or the Acquired Assets or the ownership, sale or lease breach of any of the Acquired AssetsSellers or any of their Affiliates, whether arising prior tobefore, on or after the Second Stage Closing Date; ), in each case except any Excluded Liabilities (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Businesscollectively, the Product or Acquired Assets or "Second Stage Assumed Liabilities" and, collectively with the ownershipFirst Stage Assumed Liabilities, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity"Assumed Liabilities"). (bc) Notwithstanding any other provision of this Agreement, the Company The Assumed Liabilities shall not assume include any liabilities or obligations of Sellers which are not described in Sections 2.5(a) and (b), including without limitation those liabilities and obligations that are listed on Schedule 2.5(c) (the "Excluded LiabilityLiabilities"), each it being understood that the Second Stage Assumed Liabilities shall constitute Excluded Liabilities until the occurrence of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:the Second Stage Closing.

Assumed Liabilities. (a) Upon the terms From and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on after the Closing Date, Purchaser shall, without any further responsibility or liability of, or recourse against, Parent or Seller, or any of their respective Affiliates, or any of the respective directors, shareholders, officers, employees, agents, consultants, representatives, successors or assigns of any of the foregoing, absolutely and from irrevocably assume and be liable and solely responsible for all Liabilities arising out of or relating to: (i) The ownership, use or possession of the Purchased Assets and operation of the Aesthetics Business after the Closing the Company shall pay, perform and discharge when due, all effective time of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Closing (the “Assumed LiabilitiesEffective Time”), including, without limitation, any claim that a product used, manufactured, sold or offered for sale by Purchaser after the Effective Time infringes any rights in Intellectual Property of any third party (not affiliated with Parent or Seller); (iii) all Accounts PayableEmployee and employee benefits matters assumed by Purchaser under Article 5; (iii) Liabilities first arising in the ordinary course of the Aesthetics Business after the Closing Date under the Assigned Contracts, accrued expenses specifically excluding any liabilities or obligations arising from or in connection with any breach, violation, default or failure of performance of Seller arising prior to the Effective Time and other current liabilities any Liabilities, obligations and responsibilities of Seller arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing DateAncillary Agreements; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the All Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax LiabilitiesWarranty Claims; (v) all Liabilities for transferThose customer service contracts set forth on Exhibit 1.3(a)(v) hereto, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any as such exhibit is updated as of the Other Transaction Documents or Closing Date to reflect those additional customer service contracts entered into between the transactions contemplated hereby date hereof and thereby the Closing Date (collectively, the “Transfer TaxesAssumed Service Contracts”);; and (vi) all Environmental Liabilities Any Transfer Taxes and Straddle Period Taxes attributable to Purchaser pursuant to Sections 4.2(c) and 4.2(e) of this Agreement. For the extent arising out avoidance of or relating to the conduct doubt, and notwithstanding any other provision hereof except as provided in Sections 1.3(b)(v), 4.2(e) and 8.2(d), each of the Business or the Acquired Assets or the ownershipSubsidiaries will, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; Date (viiafter giving effect to the Pre-Closing Transactions) remain subject to all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, they may have on or after the Closing Date; and (viii) all other . The obligations described in this Section 1.3(a), including the Liabilities of Parent of whatever kind and naturethe Subsidiaries, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating are hereinafter collectively referred to as the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity“Assumed Liabilities”. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to Section 2(d), in connection with the terms purchase and subject sale of the Transferred Assets pursuant to the conditions of this Agreement, at the Company Closing, the Buyer shall assumeassume and pay, effective as of 12:00:01 a.m. on the Closing Datedischarge, perform or otherwise satisfy, and indemnify, defend and hold harmless from and after the Closing the Company shall pay, perform Seller and discharge when due, all each of the Seller Indemnified Parties from and against, the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any other than Excluded Liabilities) of any kind and nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become due, of the Seller Entities arising out of, relating to or otherwise in respect of the Business or the Transferred Assets (the “Assumed Liabilities”);): (i) all Accounts Payable, accrued expenses and other current liabilities arising out any trade account payable of or relating to the Product, the Acquired Assets or the Business arising on or after reflected in the Closing DateBalance Sheet; (ii) all Liabilities any trade account payable (other than a trade account payable to any Seller Entity or their respective Affiliates) of the Business incurred subsequent to the date of the Balance Sheet in respect the ordinary course of business consistent with past practice (but not for any lawsuits, claims, actions or proceedings liabilities arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale breach by a Seller Entity of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Dateits obligations); (iii) except as provided in Section 2(d), all Environmental Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) Transferred Assets, without regard to whether arising Environmental Conditions were present at, on, or underlying such Transferred Assets on, prior to, on to or after the Closing Date; (iv) all Liabilities for any Taxes arising out of or relating to or in respect of be paid by the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax LiabilitiesBuyer pursuant to Article 6; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any liabilities of the Other Transaction Documents Seller under the Contracts (other than Contracts which are Excluded Assets) and the Business Permits to be performed on or after, or in respect of periods following, the transactions contemplated hereby and thereby (“Transfer Taxes”)Closing Date; provided, however, that with regard to liabilities under such Contracts, such liability shall only be assumed to the extent such liability does not arise from or relate to any breach of such Contract that occurred prior to the Closing Date; (vi) all Environmental Liabilities to the extent arising out liabilities in respect of products or relating to the conduct of services manufactured, marketed, distributed, supplied, performed or sold by the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising product liability and negligence claims and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims; (vii) any obligations or liabilities to or with respect to any current or former Non U.S. Business Employees (and their covered dependents and beneficiaries), but only if and to the extent Buyer or any of its Affiliates succeeds to such liabilities or obligations (or to participation in the Employee Plans under which such liabilities or obligations are incurred) in accordance with the provisions of this Agreement and applicable Law; and (viii) subject to Section 2(m), any payment obligations to Non-U.S. Business Employees who become Transferred Employees, which payment obligations arise under the BMS Purchase Agreement and terms of any claim, action, suit, arbitration, inquiry, proceeding retention and/or severance agreements or investigation arrangements made in contemplation of the consummation of the transactions contemplated by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions set forth in this Agreement (and in particular subject to Section 2.1.5 as relates to the French Assumed Liabilities), at the Closing the Purchaser shall and shall cause the relevant Designated Purchaser to assume and become responsible for, and to perform, discharge and pay when due, and indemnify the Designated Sellers against and hold each of this Agreementthem harmless from, the Company shall assume, effective as of 12:00:01 a.m. on following Liabilities if (except in connection with (5) below) the Closing Date, events giving rise to such obligations and from and liabilities came into existence after the Closing the Company shall pay, perform Date and discharge when due, all relate to or arise out of the following liabilities, relevant Designated Country Assets (such obligations and commitments (liabilities are referred to herein as the “Designated Country Assumed Liabilities”) of Parent (which the parties hereto acknowledge ” and agree shall include all BMS Designated Country Assumed Liabilities but shall not include any Excluded Liabilities) (are collectively referred to herein as the “Assumed Liabilities”)): (1) all Liabilities that arise with respect to the ownership and operation of the Assets; (i2) all Accounts PayableLiabilities arising from or in connection with the performance of the Seller Contracts (or breach thereof), accrued expenses and other current liabilities but excluding all obligations arising out of or relating to under invoices from suppliers under the Product, the Acquired Assets or the Business arising Seller Contracts that are validly issued on or after before the Closing Date; (ii3) all Liabilities in respect of resulting from any lawsuitslicensing assurances, claims, actions agreements or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or undertakings relating to the Transferred PermitsIntellectual Property which the Designated Sellers may have granted or committed to Third Parties including applicable standard bodies, whether arising prior towhich, on except for Liabilities applicable to standard bodies, are included in (a) Seller Contracts with a customer, (b) a contract between Designated Seller and a customer, obligations of which are being subcontracted to a Designated Purchaser under the Subcontract Agreement, and (c) the list of cross-licenses and other licenses listed in Schedule 3.1 of the Disclosure Letter; (4) all Liabilities for, or after related to any obligation for, any Tax that the Closing DatePurchaser or any other Designated Purchaser bears under Article 8 of this Agreement (including, for the avoidance of doubt, Transfer Taxes); and (viii5) subject to the provisions of Section 5.5.1 and 5.5.2, all other Liabilities of Parent of whatever kind obligations under any Standard Warranty Liability and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or Extended Warranty Liability relating to Nortel Products and Nortel Services which have been supplied under (i) a Seller Contract or (ii) any Bundled Contract to the conduct extent such obligations relate to the Business only. Specific provisions relating to Liabilities arising in connection with employment-related matters are provided for in Schedule 7. For the sake of clarity, any assumption of liability pursuant to this Section 2.1.3 shall in no event waive the rights of the Business, Purchaser resulting from the Product or Acquired Assets or the ownership, sale or lease of any representations and warranties of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySeller provided for in Exhibit 4.3. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon As further consideration for the terms and subject purchase of the Assets to the conditions of this Agreementbe effected hereby, the Company Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform assume and discharge when due, all of only the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Seller (the “Assumed Liabilities”); ): those liabilities of Seller which are properly reflected in Seller’s Closing Date Balance Sheet (ias defined in Section 2.5) all Accounts Payableand, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in with respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such LiabilitiesTax liabilities assumed, arising out those which are not past due or subject to any uncertain Tax positions within meaning of or relating to the ProductASC 740, “Income Taxes.” The Assumed Liabilities shall include only (a) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts accounts payable (including any penaltiescommissions currently payable and sales taxes currently payable), interest and additions to Tax(b) incurred operating lease obligations for property used by Seller in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the its conduct of the Business, (c) customer deposit obligations that have not been applied towards inventory purchases or any other aspect of a customer installation and with respect to which Seller has not yet performed any services for the Product customer, and (d) any deferred revenue under service contracts which are assignable and delegable and are assigned to and assumed by Purchaser (with any necessary consents from the customer-obligee and any other necessary third party); provided that the Assumed Liabilities shall expressly exclude (i) all undisclosed, unrecorded and unwritten liabilities of every type and character, (ii) all accounts payable owed to Littler ▇▇▇▇▇▇▇▇▇ PC and (iii) any and all indebtedness for borrowed funds, including indebtedness, obligations and liabilities, if any, of Seller to (A) the RDC, (B) * , (C) Seller’s investors, and (D) Seller’s capital option holders, or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitythem. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this AgreementAgreement and excluding the Retained Liabilities, at the Company Closing, Purchaser shall assume (or cause its applicable designated Affiliates to assume, effective as of 12:00:01 a.m. on the Closing Date, ) and from and after the Closing the Company shall agrees to pay, discharge or perform when due (or cause its applicable designated Affiliates to pay, discharge and discharge perform when due, all ) only the following Liabilities of the following liabilities, obligations Partnership and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) its subsidiaries (the “Assumed Liabilities”), and no others: (a) Any and all Accounts Payable; (ib) The Closing Credit Facility Indebtedness and Working Capital Indebtedness (together with any amendments, restatements, replacements or refinancing thereof, it being understood that such Indebtedness will be repaid in full at the Closing); (c) Any and all Accounts Payable, accrued expenses and other current liabilities Liabilities relating to or arising out of the Purchased Contracts, Purchased Leases, Purchased Permits or relating Purchased Intellectual Property, but only to the Product, the Acquired Assets extent such Liabilities (i) arise or the Business arising on or are to be performed after the Closing Date, (ii) do not arise from or relate to any breach or violation by the Partnership or any of its Affiliates (other than a Purchased Venture) or, prior to the Closing Date, any Purchased Venture of any such Purchased Contracts or Purchased Leases and (iii) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or violation of any of such Purchased Contracts or Purchased Leases; (iid) Any and all Liabilities in respect of any lawsuits, claims, actions or proceedings Transferred Employees arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on simultaneous with or after the Closing Employee Transfer Date, and any and all Liabilities in respect of Transferred Employees assumed or undertaken by Purchaser pursuant to Section 5.2; (iiie) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Other than the Retained Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to from the conduct operation of the Business by Purchaser or its Affiliates following the Acquired Assets Closing Date or incurred in the ownership, sale or lease of any operation of the Acquired Assets, whether arising prior to, on Business by Purchaser or after its Affiliates following the Closing DateClosing; (viif) all Liabilities under Any prepayment penalties or otherwise fees incurred by the Partnership or its subsidiaries and resulting from the prepayment at or prior to the extent arising out Closing of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateCredit Facility Indebtedness and Working Capital Indebtedness; and (viiig) all other All Liabilities of Parent the Purchased Ventures set forth on the Purchased Ventures Balance Sheets and all Liabilities incurred by the Purchased Ventures in the ordinary course of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct business consistent with past practice of the Business, Business since the Product or Acquired Assets or the ownership, sale or lease of any date of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityPurchased Ventures Balance Sheets (“Purchased Ventures Accepted Liabilities”). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Except as otherwise provided for herein, Purchaser, in addition to the terms consideration to be paid pursuant to Section 3.1 hereof, shall assume at the Closing and shall subsequently pay, honor and discharge when due and payable in accordance with and subject to the terms and conditions of this Agreementthe relevant governing agreements, the Company shall assumecommitments and instruments, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of only the following liabilitiesliabilities (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”): (a) all liabilities and obligations reflected on the Closing Balance Sheet (including but not limited to trade payables, accrued wages, accrued vacation and the like), but excluding the Excluded Liabilities) to the extent such liabilities remain a liability of the Business following the Closing; (ib) all Accounts Payable, accrued expenses liabilities and other current liabilities arising out obligations of Seller or relating to the Product, the Acquired Assets or the Business any Seller Party arising on or after the Closing DateDate pertaining to the Omnova Manufacturing Agreement, the Omnova Licensing Agreement (to the extent not included in the Contracts), Contracts, Governmental Permits, and Environmental Permits (for the avoidance of doubt, such liabilities and obligations shall not include any Pre-Closing Environmental Liabilities); (iic) the liabilities of Seller assumed by Purchaser pursuant to Article VI hereof; (d) the liabilities for Taxes assumed by Purchaser pursuant to Section 7.9 hereof, including the Assumed Taxes; (e) the Assumed Environmental Liabilities; (f) all Liabilities in respect of any lawsuitsliabilities, claimsobligations and undertakings arising from or under the Labor Condition Application, actions or proceedings H-1B visa petition, and Application for Alien Employment Certification application made by Seller for certain Business Employees; and (g) all liabilities and obligations arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to resulting from the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or occurring after the Closing Date, including all Liabilities arising under except for the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityExcluded Liabilities. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assumeBuyer agrees, effective as at the time of 12:00:01 a.m. on the Closing DateClosing, and from and to assume (or to cause to be assumed) all Liabilities to the extent relating primarily to the ownership, use or operation of the Purchased Assets or the Business, whether arising prior to, at or after the Closing Closing, other than the Company shall pay, perform and discharge when due, Excluded Liabilities (all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed foregoing Liabilities but shall not include any Excluded Liabilities) (to be so assumed being herein collectively called the “Assumed Liabilities”); provided that notwithstanding the transactions contemplated hereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary. Without limitation of the foregoing, Assumed Liabilities shall include the following: (a) all accounts payable and other accrued expenses of the Business, including, without duplication, Assumed Intercompany Payables, but excluding Taxes (which, for the avoidance of doubt, shall be governed exclusively by Section 2.03(i) and Article 8); (b) subject to Sections 2.04(t) and 2.04(u), all Liabilities arising from the design, construction, testing, marketing, service, operation or sale of products and services of the Business prior to, at or after the Closing, including warranty obligations; (c) all Liabilities of Seller and its Affiliates arising prior to, at or after the Closing under the Contracts relating primarily to the Business (other than the Excluded Contracts); (d) all Liabilities of Seller and its Affiliates arising prior to, at or after the Closing under the Real Property Leases; (e) all Liabilities with respect to Business Employees (including (i) all Liabilities for any claim by a Business Employee under any self-insured health plan of Seller or an Affiliate of Seller incurred prior to the Closing, regardless of when such claim is reported by such Business Employee (but no other Liabilities with respect to a self-insured health plan or any Liability with respect to an insured health plan), (ii) any severance, termination pay, notice period and similar Liabilities arising from the termination of employment of any Business Employees who do not become Transferred Employees and (iii) any Liabilities with respect to any Business Employee who is on short-term disability, pregnancy or parental leave or any other authorized leave of absence immediately prior to the Closing Date and who returns to active employment with Buyer or an Affiliate of Buyer within six months following the Closing Date), excluding any Liabilities expressly set forth as Excluded Liabilities in Section 2.04 (such non-excluded compensation and benefits, “Assumed Compensation and Benefits”); (f) all Liabilities arising under any action, suit, investigation or proceeding by or on behalf of or with respect to any Business Employee; (g) all Liabilities arising under the Assumed Plans; (h) subject to Section 11.07, all Liabilities arising out of or relating to any Environmental Condition in connection with or relating to the Purchased Assets or the Real Property (other than any Excluded Environmental Liabilities); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of Liabilities for or relating with respect to the Product, the Acquired Assets or the Business arising on or after the Closing DateTaxes for which Buyer bears responsibility pursuant to Article 8; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (viij) all Liabilities under or otherwise any lease required to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Datebe classified as a capitalized lease obligation in accordance with GAAP; and (viiik) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, set forth on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySchedule 2.03(k). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assumeBuyer agrees, effective as of 12:00:01 a.m. on the Closing DateClosing, and from and after the Closing the Company shall to assume, pay, discharge and perform as and discharge when due, all of the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)): (a) all debts, obligations, Contracts and liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Purchased Assets or the conduct of the Business from and after the Closing, including any such debts, obligations, Contracts and liabilities arising as a result of the consummation of the transactions contemplated by this Agreement; (b) all liabilities and obligations of Seller or any of its Subsidiaries arising under the Assigned Contracts, including any such liabilities or obligations arising as a result of the consummation of the transactions contemplated by this Agreement; (c) all Assumed Environmental Liabilities; (d) all liabilities and obligations of the Seller or its Subsidiaries under open purchase orders or other accounts payable that were entered into or incurred by Seller or its Subsidiaries in the operation of the Business prior to Closing and which provide for the delivery of goods or services on or following Closing; (e) all liabilities and obligations relating to or arising out of the matters identified on Section 2.03(e) of the Seller Disclosure Schedule, regardless of whether such matter existed prior to the Closing; (f) all delivery obligations in respect of products produced at the Facilities with respect to which title has not passed to a customer prior to Closing; (g) all liabilities for Taxes allocated to Buyer under Article 8; (h) all liabilities and obligations with respect to, or relating to, any Transferred Employee arising from such Transferred Employee’s employment by Buyer or its Affiliates at or after the Closing; and (i) all Accounts Payable, accrued expenses liabilities and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation obligations expressly assumed by or before any Governmental Entityprovided to be transferred to Buyer pursuant to Article 9. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Company shall assumePurchaser shall, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall Closing, assume and agree to pay, perform and discharge when due, any and all of the following liabilitiesLiabilities of the Seller or its Subsidiaries primarily arising out of or relating to the Business, obligations and commitments the Purchased Assets or the Transferred Entities (“Liabilities”) of Parent (which except for the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) ), whether or not such Liabilities are accrued or incurred prior to, at or following the Closing (the “Assumed Liabilities”);, including the following: (i) subject to Section 2.8 and Section 2.9, all Accounts Payable, accrued expenses and other current liabilities Liabilities of the Seller or its Subsidiaries arising under the Transferred Contracts to the extent that such Liabilities relate to or arise out of the Business (the “Assumed Contract Liabilities”, which, for the avoidance of doubt, include all Liabilities of the Seller or relating its Subsidiaries arising under any Transferred Contract that is exclusively related to the Product, the Acquired Assets or the Business arising on or after the Closing DateBusiness); (ii) all accounts payable of the Seller or its Subsidiaries primarily relating to the Business; (iii) all Liabilities of the Seller or its Subsidiaries (including Liabilities for Taxes) reflected or accounted for in Closing Net Working Capital; (iv) all Liabilities in respect of any lawsuitsand all Business Employees, claims, actions former employees of the Transferred Entities or proceedings arising out former employees or other service providers of the Seller or relating any of its Subsidiaries whose service was primarily dedicated to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or Business in respect of their service to the Product or Business, including any Acquired Asset for any Post-Closing Tax PeriodLiabilities that are explicitly assumed pursuant to Article VI, other than any but excluding all Excluded Tax HR Liabilities; (v) all Environmental Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions primarily relating to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”);Business; and (vi) all Environmental Liabilities for Taxes with respect to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, for taxable periods beginning on or after the Closing Date; Date (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Businesscollectively, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity“Assumed Taxes”). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, Buyer shall execute and from deliver to Sellers the Assignment and after Assumption Agreement pursuant to which Buyer shall assume and agree to discharge, when due (in accordance with their respective terms and subject to the respective conditions thereof), the following Liabilities (without duplication) existing as of immediately prior to the Closing (collectively the Company shall pay, perform "Assumed Liabilities") and discharge when due, no others: (a) all of the following liabilities, obligations and commitments (“Liabilities”) liabilities of Parent (which any Seller under the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising Seller Agreements that arise on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions Date or proceedings arising out of or relating arise prior to the manufacture, production, marketing, commercialization, distribution or sale of Closing Date to the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or extent requiring performance after the Closing Date, but excluding any such obligations or liabilities arising because of any breach or nonperformance of such Seller Agreements prior to Closing; (iiib) all Liabilities liabilities for warranty claims and product liability or similar claims, including which Buyer is liable pursuant to Section 8.2; (c) all suits, actions or proceedings relating liabilities in respect of Taxes for which Buyer is liable pursuant to any such Liabilities, arising out Section 8.1; (d) all post-petition Trade Payables of or relating the Sellers not to the Productexceed $23 million; (e) whether arising prior to, on or all liabilities that arise after the Closing Date; (iv) all Liabilities for Taxes arising out of Date from or relating are related to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the Buyer's conduct of the Business, use of the Product or Acquired Assets or the ownershipPurchased Assets, sale or lease of any products manufactured and/or sold by Buyer and/or delivery of services by Buyer; (f) all obligations of the Acquired AssetsPurchaser as defined in the KERP; and (g) all general unsecured claims listed on Schedule 2.3(g) against and administrative expenses of the Deluxe Entities from the Bankruptcy Proceedings to the extent allowed (except claims or causes of action that have been or could be brought by or on behalf of the estates of the Venture Entities or their Affiliates), whether arising prior to, on or after the Closing Datesubject to all defenses to any such challenges, including all Liabilities arising under the BMS Purchase Agreement and Buyer's right to contest the Venture Entities' or their Affiliates' standing to assert any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitysuch challenges. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Buyer shall assume and from and after the Closing the Company shall agree to pay, perform and discharge when dueotherwise discharge, without recourse to Seller or its Affiliates, all of the following liabilitiesLiabilities of Seller and its Affiliates, obligations and commitments (“Liabilities”) of Parent (successors, assigns or Representatives which relate, directly or indirectly, to the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Purchased Assets, other than Excluded Liabilities) , but only to the extent of the Seller's Interests (collectively, the “"Assumed Liabilities”");, including the following such Liabilities: (a) All Liabilities of Seller under the Seller's Agreements, including the Jointly Owned Stations Operating Agreements, and the Transferable Permits in accordance with the terms thereof, including (i) all Accounts Payablethe contracts, accrued expenses agreements, arrangements, licenses and other current liabilities arising out leases of whatever nature entered into by Seller with respect to the Purchased Assets after the date hereof consistent with the terms of this Agreement and (ii) those contracts, agreements, arrangements, licenses and leases entered into by any party to the Jointly Owned Stations Operating Agreements, for and on behalf of Seller, with or without Seller's Knowledge, and by or to which Seller or the Purchased Assets are bound or subject as of the date hereof, or by or to which Seller or the Purchased Assets become bound or subject after the date hereof, in each case, relating to the Productownership, lease, maintenance or operation of the Acquired Assets Purchased Assets, except, in each case, to the extent such Liabilities, but for a breach or the Business arising on default by Seller, would have been paid, performed or after otherwise discharged prior to the Closing Date; (iib) all All Liabilities of Seller which relate to the Purchased Assets in respect of any lawsuits, claims, actions Taxes for which Buyer is liable pursuant to Section 3.5 or proceedings 6.5; (c) All Liabilities of Seller arising out of under or relating to Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Substances, whether based on common law or Environmental Laws, whether relating to the manufactureSites or any Off-Site Location, productionincluding (i) any violation or alleged violation of Environmental Laws, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets whether prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability , with respect to the ownership, lease, maintenance or similar claimsoperation of any of the Purchased Assets, including any fines or penalties that arise in connection with the ownership, lease, maintenance or operation of the Purchased Assets on or after the Closing Date (but excluding all suitsfines and penalties that arise in connection with the ownership, actions lease, maintenance or proceedings relating operation of the Purchased Assets prior to the Closing Date), and the costs associated with correcting any such Liabilitiesviolations; (ii) loss of life, arising out of injury to persons or relating property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Product) whether arising prior to, Closing Date or arises or becomes manifest on or after the Closing Date; ) caused (ivor allegedly caused) all Liabilities for Taxes arising out of or relating to or in respect of the Product or by any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents Environmental Condition or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out presence or Release of or relating to the conduct of the Business or the Acquired Assets or the ownershipHazardous Substances at, sale or lease of any of the Acquired Assetson, whether arising prior toin, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Businessmigrating from, the Product or Acquired Purchased Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all any Environmental Condition or Hazardous Substances contained in building materials at or migrating from the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or near the Purchased Assets; (iii) any Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Condition or Hazardous Substances that are present or have been Released prior to, on or after the Closing Date at, on, in, under or migrating from, the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or migrating from the Purchased Assets; (iv) any bodily injury, loss of life, property damage, or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, maintenance or operation of the Purchased Assets; and (v) any Remediation of any Environmental Condition or Release of Hazardous Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, maintenance or operation of the Purchased Assets; provided that nothing set forth in this Subsection 2.3(c) shall require Buyer to assume any liabilities or obligations that are Excluded Liabilities arising under the BMS Purchase Agreement and any claimpursuant to Section 2.4(e), action2.4(g), suit2.4(h), arbitration, inquiry, proceeding 2.4(i) or investigation by or before any Governmental Entity.2.4(j); (bd) Notwithstanding With respect to the Purchased Assets, any other provision Tax that may be imposed by any federal, state or local government on the ownership, lease, maintenance, use or sale of this Agreementthe Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller; and (e) For purposes of clarification, Buyer acknowledges that it shall assume and be fully responsible for holding in its accounts sufficient SO2 Allowances and NOx Allowances to cover emissions of SO2 and NOx from all of the Company shall not assume any Excluded LiabilitySites for all of the calendar year in which the Closing occurs, each including the period of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:such year prior to the Closing Date.

Assumed Liabilities. (a) Upon the terms and subject Subject to the conditions of set forth in this Agreement, in addition to the Company shall assumePurchase Price and as additional consideration for the Purchased Assets, effective as of 12:00:01 a.m. on the Closing DateClosing, Heidrick U.S. will assume from DSI, and Heidrick U.K. will assume from and after the Closing the Company shall payDSI Limited, perform and discharge when due, all of only the following liabilitiesdebts, liabilities and obligations of Sellers to the extent such debts, liabilities and commitments obligations relate to the Business (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (collectively, the “Assumed Liabilities”);): (i) except as otherwise provided in Section 2.2(b), all Accounts Payableof Sellers’ accounts payable, accrued expenses and other current liabilities arising out of or relating including VAT payables, but only to the Product, extent such items are not more than 30 days past due and are included in the Acquired Assets or the Business arising on or after the Closing Datecalculation of Net Working Capital; (ii) all Liabilities in Sellers’ obligations (A) with respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale accrued payables owed to subcontractors working on pending engagements as of the Product Closing and (B) the relocation expense of moving ▇▇▇▇▇ ▇▇▇▇▇▇ from Geneva, Switzerland to Philadelphia or the ownershipConshohocken, salePennsylvania, lease or use up to an aggregate amount of any of the Acquired Assets prior to, on or after the Closing Date$20,000; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating Sellers’ obligations under the Assumed Contracts to the Product) whether extent arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes , but only to the extent such Assumed Contracts are assigned to Buyers or Buyers otherwise receive the rights and benefits of such Assumed Contracts pursuant to Section 3.6, and specifically excluding any Liability relating to or arising out of or relating to or in respect such Assumed Contracts as a result of the Product or (A) any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any breach of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, such Assumed Contracts occurring on or after prior to the Closing Date; (vii) all Liabilities under or otherwise , except for any such breach due to the extent failure to obtain consent to assignment of any such Assumed Contract to Buyers; (B) any claim for or obligation to pay refunds arising out of or relating prior to the Transferred PermitsClosing Date; (C) any violation of law, whether arising prior tobreach of warranty, tort or infringement occurring on or after prior to the Closing Date; or (D) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand that arises as a result of a matter referred to in clauses (A), (B) or (C) above or that is filed prior to the Closing Date; and (viiiiv) all other Liabilities of Parent of whatever kind liabilities and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, obligations arising out of or relating to the conduct from Buyers’ operation of the Business, the Product or Acquired Purchased Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or Business after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon It is understood and agreed that Purchaser shall not assume or become liable for the terms and subject to payment of any debts, liabilities, losses, charge-backs, accounts payable, bank indebtedness, mortgages, leases or other obligations of Sellers, whether the conditions same are known or unknown, now existing or hereafter arising, of this Agreementwhatever nature or character, the Company shall assumewhether absolute or contingent, effective as of 12:00:01 a.m. on the Closing Dateliquidated or disputed, and from and after the Closing the Company shall pay, perform and discharge when due, all of except for the following liabilities, obligations set forth in Section 1.3(a) and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded LiabilitiesSection 1.3(b) (the “Assumed Liabilities”);, and Purchaser agrees that, at Closing, it shall assume, pay, perform and discharge pursuant to the “Assumption Agreement” referred to in Section 7.5(c) the Assumed Liabilities in accordance with their respective terms: (a) all “Current Liabilities” (as defined in Section 1.7(a)) of Sellers relating to the Business (including all accounts payable but excluding all Current Liabilities associated with the Excluded Assets), and incurred on or prior to the Closing Date but (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating only to the Productextent that such liabilities are reflected on such Seller’s consolidated balance sheet dated as of February 29, 2004 and delivered to Purchaser prior to the Acquired Assets date of this Agreement (the “Latest Balance Sheet”); or (ii) if such liabilities are incurred after the date of the Latest Balance Sheet, only to the extent such liabilities are either (A) reflected on the Final Working Capital Statement, (B) incurred as a result of the conduct of the Business in the ordinary course and consistent with Sellers’ past practice, (C) consistent with amounts historically incurred by such Seller, and (D) incurred in compliance with the terms of this Agreement or (X) not to the Knowledge of the Sellers known in time to be included in the Final Working Capital Statement, (Y) incurred as a result of the conduct of the Business in the ordinary course and consistent with Sellers’ past practice, and (Z) incurred in compliance with the terms of this Agreement; and (b) all liabilities and obligations arising on or after the Closing Date; Date (ii) all Liabilities in respect but excluding any liabilities or obligations arising from any acts or omissions of Sellers, including, without limitation, any lawsuitsbreach of contract, claimsbreach of warranty or violation of laws, actions or proceedings arising out of or relating occurring prior to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability under or similar claimspursuant to Assumed Contracts, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior but not limited to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added Leases and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityLicenses. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. Buyer will, as of the Closing, assume and agree to pay, perform and discharge only the following Liabilities of Seller (a) Upon the terms collectively, and subject to the conditions of this Agreementexclusions set forth below, the Company shall assume, effective as of 12:00:01 a.m. on “Assumed Liabilities”): (a) all Liabilities arising or to be performed under the Closing Date, Assigned Contracts and the Permits from and after the Closing (but not any Liability arising out of or in connection with any breach of any such Assigned Contract or Permit occurring prior to the Company shall payClosing); (b) all Liabilities associated with the Players Club, perform and discharge when due, all other than any Liabilities resulting from Seller’s violation of the following liabilitiesterms and conditions of the Players Club prior to the Closing (as assumed, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Players Club Liabilities”); (ic) all Accounts PayableLiabilities with respect any Proceeding or Order that is commenced or issued after the Closing Date that arises from Buyer’s ownership of the Purchased Assets or operation of the Business from and after the Closing; (d) all Liabilities for replacement of, accrued expenses and other current liabilities arising out of or refund for, damaged, defective or returned goods relating to items purchased in a gift shop or similar facility at the Product, Business; (e) all Liabilities with respect to the Acquired Assets or the Business Transferred Employees arising on or after the Closing Date; (iif) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating outstanding and unredeemed vouchers and comps (to the manufactureextent included as a liability in the calculation of Working Capital), production, marketing, commercialization, distribution or sale Liabilities with respect gaming tokens and chips poker and slot participation and all Progressive Liabilities; (g) accrued but unpaid (as of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date) vacation and/or personal time off (as applicable) associated with the Transferred Employees; (iiih) all trade accounts payable of Seller with respect to the Business as reflected on the Reference Balance Sheet (subject to increases or decreases thereof as may occur prior to the Closing in the Ordinary Course of Business and not in violation of Section 6.1), in each case to the extent including in the calculation of Working Capital; (i) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product Buyer or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, arising from Buyer’s use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any ownership or operation of the Other Transaction Documents Purchased Assets or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business after the effective time of Closing, including any Taxes described in Section 8.2 attributable to post-Closing Date portions of any Straddle Periods; (j) all Liabilities relating to or arising out of the Acquired ownership of the Purchased Assets or the ownership, sale or lease of any conduct of the Acquired Assets, whether arising prior to, on or after Business in respect of periods following the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateClosing; and (viiik) all other Liabilities set forth as liabilities in the calculation of Parent of whatever kind Working Capital used to determine the Purchase Price pursuant to Sections 2.1 and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity2.4 hereof. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all but effective as of the following liabilitiesEffective Time, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge Buyer shall assume and agree shall include all BMS Assumed to discharge only the following Liabilities but shall not include any Excluded Liabilities) of Seller (the “"Assumed Liabilities”);"): (i) all Accounts Payableany trade account payable reflected on the Audited Closing Balance Sheet incurred by Seller in the Ordinary Course of Business that remains unpaid as of the Effective Time, accrued expenses and but specifically excluding any non-Ordinary Course of Business trade account payable to: (A) a member of Seller, or (B) a Related Person of a member of Seller; (ii) any Liability to Seller's customers incurred by Seller in the Ordinary Course of Business for non-delinquent orders outstanding as of the Effective Time described in Part 2.4(a)(ii) (other current liabilities than any Liability arising out of or relating to a Breach that occurred prior to the Product, the Acquired Assets or the Business arising on or after the Closing DateEffective Time); (iiiii) all Liabilities any Liability under written warranty agreements in respect the forms attached to and those other warranty and/or repair commitments specifically set forth in Part 2.4(a)(iii) given by Seller in the Ordinary Course of Business prior to the Effective Time (other than any lawsuits, claims, actions or proceedings Liability arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets a Breach that occurred prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior toEffective Time), on but solely for, and only to the extent of, claims or after the Closing Daterequests of customers for service and/or repair; (iv) all Liabilities for Taxes any Liability arising after the Effective Time under the Assumed Seller Contracts (other than any Liability under any Assumed Seller Contract, which: (A) arises out of or relating relates to a Breach that occurred prior to the Effective Time, (B) arises out of or in respect of relates to a Breach that occurred after the Product Effective Time but before Buyer's assumption or any Acquired Asset for any Post-Closing Tax Periodnovation as an Assumed Seller Contract, other than any Excluded Tax Liabilitiesor (C) is otherwise specifically described on Part 2.4(b)(ii)); (v) all Liabilities any Liability for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Buyer Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out any Liability of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateSeller described in Part 2.4(a)(vi); (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Dateany payroll and/or employee related Liability set forth in Part 2.4(a)(vii); and (viii) all other Liabilities any Liability for payment of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to sales and/or use Tax Liability as set forth in the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Audited Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityBalance Sheet. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. Notwithstanding Section 1.2.1, on the Closing Date PEI will assume, and will be liable for only the liabilities or obligations specifically identified in this Section 1.2.2 (the "Assumed Liabilities"), including: (a) Upon Liabilities or obligations arising under the terms of Contracts assigned to and subject assumed by PEI pursuant to this Agreement (to the conditions extent relating to and arising from the rights and obligations assumed by PEI herein), but excluding any liability or obligation arising as a result of this Agreement, (i) a breach of or non-payment of any Contract by any of the Company shall assume, effective as of 12:00:01 a.m. on Seller Parties prior to the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all (ii) a breach of any Contract not disclosed on Schedule 1.1.1 which breach arises as a consequence of the following liabilitiesconsummation of the transactions contemplated by this Agreement (other than any Contract assigned to and assumed by the Seller Parties or their Affiliates in connection with the original sale of Spice assets to Califa pursuant to that certain asset purchase agreement dated as of May 29, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) 1998 (the “Assumed Liabilities”"Spice Asset Purchase Agreement") if a copy of such Contract was not provided at or before the closing of the Spice Asset Purchase Agreement); , or (iiii) all Accounts Payable, accrued expenses and other current liabilities arising out any non-payment under any Contract by any of or the Seller Parties relating to the Product, the Acquired Assets or the Business arising on or after any period prior to the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding Any trade payables incurred in the ordinary course of business by Sellers in connection with the Business as of the Closing Date that are not more than 90 days past due. (c) The remaining principal and all accrued interest under the $10,000,000 promissory note of Califa in favor of an Affiliate of PEI dated March 15, 1999 and the accrued and remaining non-competition payments, as amended, owing from Califa to an Affiliate of PEI arising from the Spice Asset Purchase Agreement, which payments totaled $1,600,000 as of May 31, 2001. (d) Liabilities or obligations arising under the terms of the real property lease(s) listed in Schedule 1.1.1, but excluding any other provision liability or obligation arising as a result of (i) a breach of any real property lease by any of the Seller Parties prior to the Closing Date, (ii) a breach of any real property lease not identified on Schedule 1.1.1 which breach arises as a consequence of the consummation of the transactions contemplated by this Agreement, or (iii) any non-payment under any real property lease by any of the Company shall not assume Seller Parties relating to any Excluded Liability, each period prior to the Closing Date. (e) Any sales bonus due after the Effective Date to any employee or independent contractor of which shall be retained Sellers listed in and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:pursuant to arrangements described in Schedule 1.2.2 for sales arising prior to the Closing Date.

Assumed Liabilities. (a) Upon Subject to the terms and subject to conditions set forth in this Agreement and excluding the conditions of this AgreementRetained Liabilities (as defined herein), the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, Buyer shall assume all the Liabilities of the Business and from and after the Liabilities of the Acquired Assets that have not been paid, performed or discharged in full as of the Closing the Company (as defined herein) and shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and discharge when duehold harmless Seller, Parent and their Affiliates, including Condo Owner, against any loss, liability, damage or expense arising from all Liabilities of the following liabilitiesBusiness and Liabilities of the Acquired Assets (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”), including, without limitation, those Liabilities set forth below: (a) all Liabilities arising from or relating to the Acquired Assets; (b) all Liabilities that Buyer and its Affiliates have expressly agreed to retain, pay for or be responsible for pursuant to this Agreement; (c) all Liabilities of the Business arising out of the conduct of the Business at any time on, prior to or after the Closing, except to the extent expressly retained by Seller as Retained Liabilities pursuant to this Agreement; (d) all Liabilities relating to any fees and expenses of Buyer or any of its Affiliates incurred in connection with this Agreement, including, without limitation, any fees or expenses of counsel to Buyer and its Affiliates; (e) subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 8.03 hereof, all Liabilities for Taxes arising out of the Business or any of the Acquired Assets attributable to any period (or portion thereof) ending after or on the Closing; (f) all Liabilities to any Employee arising on or after the Closing, including, without limitation, all Liabilities under the Plans and all other employee benefit plans maintained applicable to any of the Employees under WARN or COBRA (or similar state or local laws) and all Liabilities to any Westin or Troon employee resulting from the sale of the Resort pursuant to this Agreement or arising on or after the Closing; (g) all Liabilities arising from the Contracts, including, without limitation, (i) the Westin Management Agreement, including, without limitation, Sections 4.4 and 4.7.2 therein, (ii) the Troon Management Agreement, including, without limitation, Section 7.03 therein, (iii) the Rental Pool Agreement, including, without limitation, liability for any payments to be made after the Closing Date to any lessor thereunder regarding certain completed refurbishments, (iv) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (v) any Contracts relating to the advertising of the Business, and (vi) all Liabilities arising upon or in connection with (A) the transfer, assumption and/or assignment of any or all of the Contracts, (B) the sale of the Business, the Real Property and/or the Acquired Assets or any portion thereof, or (C) the termination of any or all of the Contracts; (h) all Liabilities arising from the Parcel F litigation set forth in Schedule 4.09 attached hereto, all Liabilities of GTA or any of its Affiliates arising from the Automatic Hotel Charges Settlement, and all litigation, arbitration proceedings or claims arising from the conduct of the Business, the Acquired Assets or the Assumed Liabilities at or after the Closing; (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or Liabilities relating to the ProductBusiness or any of the Acquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law, in each case arising from or based on conduct, or a failure to act, occurring at any time other than during the period of Seller’s title to the related Acquired Assets; (j) all Liabilities for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to any of the Acquired Assets or products, or any part or component serviced, distributed, leased or sold by or on behalf of the Business, or services performed by the Business, at or after the Closing, including, without limitation, any such Liabilities based on negligence, strict liability, product liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use, or any allegations concerning any of the foregoing; (k) all Liabilities relating to any agreement or arrangement transferred to or acquired by Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the Closing, including, without limitation, any Liability accruing with respect to any time period on or prior to the Closing Date; (l) any premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business; (m) subject to Sections 2.05(f) and 2.07 hereof, any premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business arising accruing with respect to any time period ending after, on or prior to the Closing Date and/or due on or after the Closing Date; (iin) any and all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating the Contracts, including any Liability accruing with respect to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, time period on or after prior to the Closing Date; (iiio) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating related to any Liens not expressly retained by Seller pursuant to Section 2.04 hereof, including, without limitation, the ProductLoan Agreement, dated as of July 15, 2004, by and between Elk Funding, L.L.C. and Parent, regarding a promissory note in the amount of Seven Hundred Thousand Dollars ($700,000) whether arising prior toin the name of Parent secured by the lien of that certain Assignment of Defense and Escrow Agreement dated as of July 15, on or after 2004, by and between Parent and Elk Funding, L.L.C. assigning all of the Closing Dateright, title, interest and estate of Parent in the Defense and Escrow Agreement to Elk Funding, L.L.C.; (ivp) all Liabilities for Taxes arising out of or relating notwithstanding anything to or the contrary in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any all current Liabilities on the Statement of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Closing Date Working Capital, subject to the extent arising out of adjustment thereof pursuant to Section 2.07 hereof, whether or relating not such Liabilities are similar in nature, type or magnitude to the conduct of Liabilities reflected on the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateUnaudited Balance Sheet; and (viiiq) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityset forth in Schedule 2.03(q) attached hereto. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, including, without limitation, the Company shall assumetransfer of the Purchased Assets to Buyer, effective as of 12:00:01 a.m. on the Closing Date, Buyer shall assume, and from thereafter honor and after the Closing the Company shall fully and timely, pay, perform and discharge when due, all of the following liabilitiesLiabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the following, to the extent that such Liabilities, duties, responsibilities and obligations arise or accrue after the Effective Time (collectively, the "Assumed Liabilities"): (a) the Deposits; (b) advances from Federal Home Loan Bank pursuant to agreements with the Federal Home Loan Bank of Pittsburgh; (c) commitments to purchase securities pursuant to Repurchase Agreements; (d) the obligations of Seller to BankPhiladelphia under the BankPhiladelphia Loan pursuant to that certain agreement titled "Loan Agreement", dated March 31, 2000, and as further amended on June 16, 2000; provided, however, that in the event that Buyer does not purchase the USA Bancshares Loan as a Purchased Asset, as provided herein, then Buyer shall not assume the obligations of Seller under the BankPhiladelphia Loan and said BankPhiladelphia Loan shall not be an Assumed Liability hereunder; (e) legal actions on Schedule G; (f) the contracts and personal property leases described in Schedule B; (g) the duties, obligations of Seller with respect to the safe deposit business conducted by Seller and commitments the related agreements; (“Liabilities”h) of Parent (which Seller's obligations under the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);Leases; and (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other additional Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, Seller as listed on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySchedule F hereto. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, Buyer shall assume and agree to perform and discharge, when due (in accordance with their respective terms and subject to the respective conditions thereof), the following Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities arising from and the ownership of the Acquired Assets or the sale of Products by Buyer, in each case after the Closing Date, it being understood that Liabilities arising from the Company ownership of the Acquired Assets or the operation of the Business prior to the Closing Date (including the sale of Products by Sellers and their Affiliates prior to the Closing Date) shall paynot constitute Assumed Liabilities regardless of when the obligation to pay such Liabilities arises, perform other than as set forth in Section 2.3(e) and Section 8.1, provided that, for the avoidance of doubt and notwithstanding anything herein to the contrary, Buyer shall assume, and agrees to pay and discharge when due, all Liabilities for all raw materials, work-in-process, finished goods, supplies (including clinical drug supplies), samples (including samples held by sales representatives), components, packaging materials, and other inventories related to Products delivered to Buyer or its Affiliates in accordance with any supply or manufacturing Contract assumed by Buyer in accordance with Section 2.1(b), regardless of when or by whom such goods were ordered; (b) all Liabilities under the Assigned Agreements arising after the Closing; (c) the Cure Costs associated with any Contracts added by Buyer to Schedule 1.1(a) after the Effective Date, provided that such Contract (i) is listed on Schedule 2.2(d) to this Agreement as of the following liabilities, obligations Effective Date or (ii) arose in the Ordinary Course of Business after the Effective Date and commitments was approved by Buyer in writing as an “Assigned Agreement”; (“Liabilities”d) all Liabilities of Parent (which Sellers for any claims entitled to administrative expense priority in the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include Bankruptcy Case in accordance with the applicable provisions of the Bankruptcy Code arising out of any Excluded LiabilitiesContract removed by Buyer from Schedule 1.1(a) (the “Assumed Liabilities”in accordance with Section 7.7 that is listed on Schedule 2.3(d); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iiie) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Dateas provided in Section 8.1; and (viiif) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of Cure Costs associated with the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, Contracts listed on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySchedule 2.3(f). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. Buyer shall execute and deliver in favor of Seller the Assignment and Assumption Agreement, pursuant to which Buyer shall, subject to the terms and conditions set forth herein, assume and agree to pay, perform, and discharge when due the following Liabilities of Seller, whether direct or indirect, known or unknown, absolute or contingent, accrued, fixed or otherwise, or whether due or to become due, solely to the extent such Liabilities accrue or arise from and after the Closing (a) Upon except as otherwise specifically provided in this Agreement with respect to the Assumed Environmental Liabilities), other than Excluded Liabilities (as defined below), in accordance with the respective terms and subject to the respective conditions of this Agreementthereof (collectively, but excluding the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (, the “Assumed Liabilities”);): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (iia) all Liabilities in respect of any lawsuitsthe Assigned Contracts and other Purchased Assets except to the extent that such Liabilities, claimsbut for a breach or default by Seller, actions would have been paid, performed, or proceedings arising otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any failure to perform, improper performance, warranty or relating other breach, default, or violation by Seller on or prior to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing DateClosing; (iiib) all Liabilities for warranty claims agreements and product liability or similar claims, including all suits, actions or proceedings relating obligations related to any such Liabilities, arising out BRU as of or relating to the Product) whether arising prior to, on or after the Closing DateClosing; (ivc) all Liabilities for Taxes arising out of or relating agreements and obligations related to or in respect the Eklutna Generation Assets as of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Closing; (d) the Assumed Environmental Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (viie) all Liabilities under any Actions of any nature available to or otherwise being pursued by Seller (including the obligation to pursue any appeals of the denial by the State of Alaska Department of Revenue of gas production tax credits) to the extent arising out of or relating related to the Transferred PermitsPurchased Assets or the Assumed Liabilities, whether arising prior toby way of counterclaim or otherwise, on or after that are included in the Purchased Assets; (f) Accrued Leave as of the Closing Date; and (viiig) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct Buyer’s ownership or operation of the Business, the Product or Acquired Purchased Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon At the terms Closing, Buyer shall assume and subject agree to the conditions of this Agreementperform, the Company shall assumepay or discharge, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all to the extent not theretofore performed, paid or discharged, (i) each of the following liabilitiestrade accounts payable (other than trade accounts payable to any Related Party of Seller, obligations except trade accounts payable to the vendors identified on Schedule 1.3 (i) in the amounts set forth thereon) reflected on the Balance Sheet that remains unpaid at and commitments is not delinquent as of the Closing Date (“Liabilities”trade payables subject to payment arrangements specifically disclosed on Schedule 1.1(h) are deemed not to be delinquent provided that Seller performs in accordance with the disclosed payment arrangements) and any trade accounts payable (other than trade accounts payable to any Related Party of Parent Seller, except for trade accounts payable to the vendors identified on Schedule 1.3(i)) incurred by Seller as a result of the purchase of raw materials, energy, supplies and other similar items incident to the manufacture of stainless steel in accordance with the operating plan set forth on Schedule 3.1 (which the parties hereto acknowledge "OPERATING PLAN") between the date of the Balance Sheet and agree shall include all BMS the Closing Date that remain unpaid at and are not delinquent as of the Closing Date and do not together exceed $55,600,000 in the aggregate (the "TRADE ACCOUNTS PAYABLE") and (ii) those liabilities specifically described on Schedule 1.3(ii) (the "SCHEDULED LIABILITIES", and together with the Trade Accounts Payable, the "ASSUMED LIABILITIES"). The Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) Seller incurred in connection with this Agreement, any of Agreement and the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateContemplated Transactions, including all Liabilities arising under the BMS Purchase Agreement accounting, legal and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitybrokers' fees. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, and subject to the Company shall assumeexclusion of the liabilities, commitments and obligations set forth in Section 2.02(d), the Buyer hereby agrees, effective as at the time of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall Closing, to assume and agree to pay, discharge and perform and discharge when duein accordance with their terms, all liabilities, commitments and obligations of the Sellers, in each case to the extent arising from or relating to the Transferred Assets or the Business, as the same shall exist on the Closing Date and irrespective of whether the same shall arise prior to, on or following liabilities, obligations and commitments the Closing Date (“Liabilities”) of Parent (which but excluding in any event the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);. Without limiting the generality of the foregoing, subject to Section 2.02(d), the following shall be included among the Assumed Liabilities: (i) all Accounts Payableliabilities taken into account in the Final Working Capital Statement; (ii) all liabilities and obligations arising under any of the Assumed Contracts; (iii) all Taxes for which the Buyer is responsible pursuant to the Tax Matters Agreement; (iv) all liabilities, accrued expenses commitments and other current obligations with respect to any return, warranty or similar liabilities arising out of or relating to products of the ProductBusiness that were (x) designed, manufactured or sold on or prior to the Closing Date (including with respect to any products sold or services rendered to GE and its Affiliates on or prior to the Closing Date); provided, however, that with respect to products sold or services rendered to GE and its Affiliates prior to the Closing Date, the Acquired Assets or Buyer will not be responsible to GE and its Affiliates for any amounts in excess of two (2) times the purchase price paid to the Business arising on in respect of any individual project or after order for such products or services, or (y) held in the Inventory as of the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) except as otherwise provided in Section 2.02(d)(vii), all Liabilities for transferliabilities, documentary, sales, use, registration, value added commitments and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assetsobligations, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior toaccruing before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date, in each case to the extent (x) (i) relating to the environment or natural resources, human health and safety or Hazardous Substances and (ii) arising from or relating to the Transferred Assets or the Business (whether past, current or future) (including any businesses, operations or properties for which a current or future owner or operator of the Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise) or (y) relating to the use, application, malfunction, defect, design, operation, performance or suitability of any product sold or distributed prior to the Closing by, or service rendered prior to the Closing by or on behalf of, any Seller to any Person (including any products for which a current or future owner or operator of the Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise), including with respect to any products sold or services rendered to GE and its Affiliates on or prior to the Closing Date, provided, however, that with respect to products sold or services rendered to GE and its Affiliates prior to the Closing Date, the Buyer will not be responsible to GE and its Affiliates for any amounts in excess of two (2) times the purchase price paid to the Business in respect of any individual project or order for such products or services; (vi) all liabilities, commitments and obligations expressly transferred pursuant to Exhibit C; and (vii) all Actions by any Person (including Business Employees) arising out of or related to or resulting from (A) the ownership or operation of the Business before, on or after the Closing or (B) the ownership, use or operations of the Transferred Assets before, on or after the Closing (including all Liabilities arising under Losses with respect thereto but excluding the BMS Purchase Agreement Excluded Litigation and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityLosses with respect thereto). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Purchaser agrees to assume and from and after the Closing the Company shall pay, perform perform, comply with and discharge or otherwise satisfy, as and when due, all of the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Seller (the “"Assumed Liabilities”"): (a) all liabilities reflected on the Closing Date Statement (as defined in Section 2.02(a) below); (ib) all Accounts Payable, accrued expenses and other current liabilities arising out deferred revenue obligations of or relating Seller solely related to the Product, the Acquired Assets or the Business arising on or after as of the Closing Date; (c) subject to Section 6.02, all obligations of Seller relating to the Business under (i) all Material Contracts (as defined in Section 4.10(a)), including without limitation all obligations under (w) PWPL's lease for the Texas Property (the "Lease"), (x) PWPL's Transponder Lease (the "Transponder Lease"), (y) PWPL's services agreement with IMN and (z) PWPL's services agreement with BTCC; and (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating such other contracts and agreements related solely to the manufacture, production, marketing, commercialization, distribution or sale Business that are not required to be scheduled pursuant to Section 4.10(a) (all of the Product or contracts and agreements described in this Section 1.03(c), collectively, the ownership"Assumed Contracts"), sale, lease or use of but in any of case only to the Acquired Assets prior to, extent that such obligations (A) are to be performed on or after the Closing Date; Date or constitute warranty, repair or support obligations, and (iiiB) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating arise under the terms of such Assumed Contracts (but shall not include any obligations to any such Liabilities, arising out of or relating be performed prior to the Product) whether arising Closing Date or any liabilities for any non-performance or breach prior to, on or after to the Closing Date; (iv) , except that Purchaser will assume and perform all Liabilities for Taxes warranty, repair and support obligations arising out of or relating to or in respect under the terms of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”Assumed Contracts); (vid) all Environmental Liabilities expenses and obligations in connection with the Business Employees (as defined in Section 6.03(a)), but only to the extent arising out set forth in Section 6.03; (e) certain obligations and liabilities of or Seller relating to the conduct of the Business or the Acquired Assets or the ownershipdispute set forth on Schedule 4.06 entitled "Argus 1 systems Corporation v. PWPL", sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise but only to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Dateset forth in Section 6.12; and (viiif) all other Liabilities obligations and liabilities, regardless of Parent of whatever kind and nature, primary the nature or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accruedamount, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease use of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon In accordance with the terms and subject to the conditions provisions of this Agreement, at the Company shall assumeClosing, effective the Purchaser (or any of the Purchasing Entities as of 12:00:01 a.m. on the Closing Date, Purchaser may designate) will assume and from and after the Closing the Company shall pay, perform and discharge when due, all due only the following Liabilities of the following liabilitiesSellers (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); ) (iand to the extent any of the following Liabilities is incurred directly by Sellers after Closing, the Purchaser shall reimburse the Sellers): (a) all Accounts Payabletrade accounts payable reflected in line items on the Balance Sheet or incurred by the Sellers, accrued expenses including Section 5.2, between the Date of the Balance Sheet and the Closing (other current liabilities than trade accounts payable to any Shareholder or any Affiliate of the Sellers); (b) all Liabilities arising at or after the Closing under the Included Contracts (except, in each case, for any Liability arising out of or relating to (i) any breach of, or failure to comply with, prior to the ProductClosing, any covenant or obligation in any such Contract or (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure); (c) all Liabilities relating to benefits (including workers’ compensation, severance payments, bonus payments and unemployment benefits), compensation, termination or continuation of employment, misclassification or lack of delay or notice or other arrangements with respect to any Hired Employee or Hired Independent Contractors, in each case arising at or after the Closing; (d) all Liabilities for (i) Taxes relating to the Current Business, the Acquired Purchased Assets or the Business arising on or Assumed Liabilities for any taxable period beginning after the Closing Date; Date and for the portion of any Straddle Tax Period beginning on the date after the Closing Date and (ii) Taxes for which the Purchaser is liable pursuant to Article 8; and (e) all other Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution Purchaser’s (or sale its Affiliates’ or successors’) ownership or operation of the Product or Current Business and the ownership, sale, lease or use of any of the Acquired Purchased Assets prior to, on at or after the Closing Date; Closing; and (iiif) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityDutch Transition Costs. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon In accordance with the terms and subject to the conditions provisions of this Agreement, at the Company shall assumeClosing, effective as of 12:00:01 a.m. on the Closing Date, Buyer will assume and from and after the Closing the Company shall pay, perform and discharge when due, all of due only the following liabilitiesLiabilities of CGI (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);, and no other Indebtedness or Liabilities: (i) all Accounts PayableLiabilities of CGI now due or arising after the Closing under the Assumed BP Material Contracts and all Liabilities of CGI arising after the Closing under any Undisclosed BP Material Contract solely to the extent that such Undisclosed BP Material Contract is validly assigned to and assumed by the Buyer following the date of this Agreement (each, accrued expenses and other current liabilities an “Assigned Undisclosed BP Material Contract”) (except for any Liability arising out of or relating to (x) any breach of, or failure to comply with, prior to the ProductClosing, the Acquired Assets any covenant or the Business arising on obligation in any such Contract or after (y) any event that occurred prior to the Closing Datewhich, with or without notice, lapse of time or both, would constitute such a breach or failure); (ii) all unpaid Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to CGI reflected on the manufacture, production, marketing, commercialization, distribution or sale of April Financial Schedules and the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing DateJune Net Worth Statement; (iii) all Liabilities of the unpaid Accounts Payable set forth on Schedule 2.3 or as adjusted for warranty claims and product liability or similar claimsthe June Net Worth Statement (collectively, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date“Assumed Accounts Payable”); (iv) all unpaid Liabilities for Taxes arising out of or CGI relating to or the BioPharma Business (i) incurred in respect of the Product or any Acquired Asset for any Post-Closing Tax PeriodOrdinary Course and (ii) determined by the Buyer, other than any Excluded Tax Liabilitiesin its sole discretion, to be critical to the BioPharma Business, which shall be set forth on Schedule 2.3(a)(iv); (v) all pre-Closing Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts sales tax owed by CGI in the aggregate amount of up to six percent (including any penalties, interest and additions to Tax6.0%) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”);Inventory valued as of April 30, 2019, which calculation for sales tax liability shall be subject to adjustment in Section 2.9 for Inventory valued as of June 30, 2019; and (vi) except as otherwise set forth in Section 6.4 or constituting Retained Liabilities, all Environmental other Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or from and after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising Date out of or relating to the Transferred Permitsoperation of the BioPharma Business. The Parties acknowledge and agree that there may be duplication of Liabilities, whether arising prior toin whole or in part, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Businessassumed under Section 2.3(a)(ii), the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement Assumed Accounts Payable and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySchedule 2.3(a)(iv). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon At the Closing, in accordance with and pursuant to the terms and subject to the conditions of this Agreement, the Company Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall pay, perform agree to satisfy and discharge when due, all of only the following liabilitiesLiabilities, obligations and commitments except to the extent specifically identified as Excluded Liabilities (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (collectively, the “Assumed Liabilities”)): (a) all Liabilities of the Transferred Group arising or accruing after the Closing; (ib) all Accounts Payable, accrued expenses and other current liabilities Liabilities arising out of or relating to the Product, the Acquired Assets any Transferred Asset or the Business operation of the Business, to the extent arising on or accruing after the Closing, including all Liabilities arising after the Closing Dateout of or relating to the design, manufacture, testing, marketing, Labeling, distribution, use or sale of any Products; (iic) all Liabilities in respect of any lawsuitsProceedings, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to any Transferred Asset or the conduct operation of the Business after the Closing; (d) all Liabilities to suppliers for materials and services related to the Business ordered prior to the Closing, but scheduled to be delivered or provided and paid for thereafter (including all orders for active pharmaceutical ingredients primarily related to the Products), and all Liabilities to customers under purchase orders received for Products that have not yet been shipped or delivered at Closing; (e) all Liabilities under any Business Contracts, in each case except to the extent that such Liabilities relate to any failure to perform or other breach, default or violation by Seller Parent or any of its Subsidiaries under any such Business Contract prior to the Closing; (f) all Liabilities with respect to Products sold on or after the Closing, including all Liabilities for any returns, credits, rebates, refunds or other amounts payable in respect of, or Claims with respect to, any such Product; (g) all Liabilities with respect to (i) the Continuing Employees in respect of service on and after the Closing and (ii) the Business Benefit Plans, in each case, except as set forth in Article VII; (h) all Liabilities under any Permits or Regulatory Registrations included in the Transferred Assets to the extent arising after the Closing; (i) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties after the Closing in connection with the Business or the Acquired Assets or Products, including pursuant to the ownership, sale or lease of any terms of the Acquired Assets, whether arising prior to, on or after the Closing DateContingent Payment Contracts; (viij) all the Current Liabilities under or otherwise at Closing, to the extent arising out of or relating to reflected as such in the Transferred Permits, whether arising prior to, on or after the Final Closing DateStatement; and (viiik) all Liabilities for (i) fifty percent (50%) of the Transfer Taxes of Buyer as described in Section 8.1 and (ii) Taxes (other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating than Transfer Taxes) attributable to the conduct of the Business, the Product or Acquired Transferred Assets or the ownershipoperations or the income of the Business for any Post-Closing Tax Period, sale or lease including the portion of any of the Acquired Assets, whether arising prior to, on or Straddle Period beginning after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation Date borne by or before any Governmental EntityBuyer as determined pursuant to Section 8.2. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Simultaneously with the Closing, on the terms and subject to the conditions of this Agreementset forth herein, the Company Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Dateassume and be liable for, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments Liabilities of Seller and its Subsidiaries (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, than the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”Companies); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on occurring or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior toaccruing before, on or after the Closing Date, including whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date, primarily relating to, primarily arising out of or primarily resulting from the Business (collectively, and excluding the Excluded Liabilities, the "ASSUMED LIABILITIES"), including, by way of example and not limitation, all of the following obligations and Liabilities of Seller and its Subsidiaries (other than the Acquired Companies): (a) (i) except as set forth in Section 10.1 and Section 1.5, all Liabilities relating to, arising out or resulting from the employment of the Transferred Employees and their dependents and beneficiaries, including accrued obligations for salaries, wages, accrued vacation, personal days and floating holidays and sick pay of the Transferred Employees and Liabilities relating to, arising out of or resulting from any collective bargaining agreement covering the Transferred Employees; and (ii) the Liabilities and obligations of Seller for severance payments under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.Retention Agreements; (b) Notwithstanding accounts and trade payables primarily relating to, primarily arising out of or primarily resulting from the Business; (c) Liabilities for utility, telephone and other services and goods primarily relating to, primarily arising out of or primarily resulting from the Business; (d) all Liabilities arising from commitments (in the form of accepted purchase orders, or otherwise) to sell, distribute, manufacture or market products, or outstanding quotations, proposals or bids, primarily relating to, primarily arising out of or primarily resulting from the Business; (e) all Liabilities arising from commitments (in the form of issued purchase orders, or otherwise) or outstanding quotations, proposals or bids, to purchase or acquire raw materials, components, supplies or services primarily relating to, primarily arising out of or primarily resulting from the Business; (f) all Liabilities under Business Contracts; (g) all Liabilities with respect to any return, rebate, recall, warranty or similar liabilities primarily relating to, primarily arising out of or primarily resulting from the Business; (h) other provision than Liabilities arising from or relating to any actual or alleged human exposure to asbestos or asbestos-containing materials manufactured, serviced, or sold by Seller or its Subsidiaries (other than an Acquired Company) prior to Closing, all Liabilities for death, personal injury, advertising injury, other injury to persons or property damage occurring after the Closing primarily relating to, primarily resulting from, primarily caused by or primarily arising out of, directly or indirectly, use of this Agreementor exposure to any of the products (or any part or component) designed, manufactured, serviced or sold, or services performed, by Seller or its Subsidiaries (other than an Acquired Company), primarily relating to, primarily arising out of or primarily resulting from the Company shall not assume Business, including any Excluded Liabilitysuch Liabilities for negligence, each strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties or merchantability or fitness for any purpose or use; (i) other than Liabilities arising from or relating to any actual or alleged human exposure occurring prior to the Closing to asbestos or asbestos-containing materials (such Liabilities being governed by Section 1.5), (i) all Liabilities primarily relating to, primarily arising out of or primarily resulting from the Business as a result of, directly or indirectly, violations of Environmental Laws or Releases or threatened Releases of Hazardous Materials and existing or occurring at the Owned Real Property or the Leased Real Property, and (ii) all Liabilities relating to any actual or alleged human exposure occurring after the Closing to asbestos or asbestos-containing materials existing or occurring at the Owned Real Property or the Leased Real Property; (j) all Liabilities under the intercompany receivables, payables, loans and investments set forth on Schedule 1.5(j); and (k) all Taxes imposed on or payable with respect to the Acquired Companies or the Business for which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Purchaser is responsible pursuant to Section 14.1(b).

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assumeBuyer hereby agrees, effective as of 12:00:01 a.m. on at the Closing DateClosing, to assume and from and after the Closing the Company shall thereafter to timely pay, discharge and perform and discharge when duein accordance with their terms, all of the following liabilitiesliabilities of Seller and the Retained Subsidiaries of whatever nature, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) whether presently in existence or arising hereafter (the “Assumed Liabilities”);): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Current Liabilities; (vb) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities liabilities to the extent arising out of or relating to any products manufactured, sold or and distributed by, or services provided, by Seller or any of its Affiliates with respect to the conduct Business (including any such products or services that have been discontinued or that were manufactured, sold, distributed or provided by a predecessor entity prior to or after Seller’s ownership of such entity); (c) all liabilities that are expressly assumed by Buyer pursuant to Article 9; (d) all liabilities arising out of or in connection with any Applicable Law related to unclaimed or abandoned property related to or arising out of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Purchased Assets, whether arising prior to, on or after the Closing Date; (viie) all Liabilities under liabilities arising out of or otherwise due to the failure of the parties to comply with “bulk sales” or “bulk transfer” laws; (f) all Insurance Obligations to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business; (g) all liabilities that Buyer expressly assumes or agrees to bear under this Agreement; (h) all liabilities arising under contracts, agreements, licenses, commitments, sales and purchase orders and other instruments that are included in the Product Purchased Assets; (i) all liabilities set forth on Section 2.04(i) of the Disclosure Schedule; and (j) all other liabilities or Acquired obligations to the extent arising out of (i) the Purchased Assets or the ownershipBusiness (as currently or formerly operated or conducted, sale or lease as operated or conducted in the future), (ii) any activities occurring or conducted (currently or formerly) at the Real Property (including offsite disposal of any substance or material), or (iii) any activities occurring or conducted at any real property formerly owned, leased or operated to the extent related to the Business (including offsite disposal of any substance or material), including in each case of clauses (i) through (iii) liabilities or obligations which arise under Environmental Law except for Retained Tax Liabilities; provided that, any Transfer Taxes incurred in connection with the Acquired Assetstransactions contemplated by this Agreement and Apportioned Obligations shall be paid in the manner set forth in Article 8; Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether arising prior toby reason of any actual or alleged breach of any representation, on warranty or after covenant contained in the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding Transaction Documents or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume agreement or document delivered in connection herewith or therewith or any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:right to indemnification hereunder or thereunder or otherwise.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, the Company shall assumePurchaser hereby agrees, effective as at the time of 12:00:01 a.m. on the Closing DateClosing, to assume and agree to pay, discharge and perform certain of the Liabilities of Seller relating to the Purchased Assets or the Product, whether known or unknown, fixed or contingent, asserted or unasserted, and from not satisfied or extinguished, as the same shall exist on and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Date (the “Assumed Liabilities”);, subject to Section 2.01(d) including the following: (i) all Accounts Payable, accrued expenses and other current liabilities Liabilities arising out under or related to any of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing DateAssumed Contracts; (ii) all Liabilities in respect of any lawsuitsTaxes for which Purchaser is liable pursuant to Section 5.07; (iii) all Liabilities expressly assumed by Purchaser as set forth in Article VI hereof; (iv) all Liabilities, claimscommitments and obligations, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior towhether accruing before, on or after the Closing Date; (iii) all Liabilities for warranty claims , whether known or unknown, fixed or contingent, asserted and product liability unasserted, and not satisfied or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out extinguished as of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes , arising out of from or relating in any way to or the tangible property comprising the Purchased Assets, including Liabilities relating to purchases of Inventory after June 30, 2015 and not otherwise included in respect the Inventory Amount (as defined in Section 2.06(b)) and other Liabilities listed in Section 2.01(c)(iv) of the Product or Disclosure Schedules but expressly not including any Acquired Asset for any Post-other accounts payable of Seller invoiced and open as of Closing Tax Period, other than any Excluded Tax Liabilitiesnot included in the above; (v) all Liabilities for transferLiabilities, documentarycommitments and obligations with respect to any warranty or similar liabilities relating to the supply of products, salescomponents, useparts, registrationproducts, value added and other similar Taxes and related amounts (manuals, publications or services, including any penaltiestraining, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents Business that were developed, designed, marketed, manufactured, distributed or sold on or prior to the transactions contemplated hereby Closing Date or that were held in the inventory of the Business as of the Closing Date and thereby the obligation to maintain adequate inventory of and provide service parts for the Business products sold prior to the Closing Date, provided, however, that if Purchaser or Seller receives a warranty or similar claim (“Transfer Taxes”)i) relating to a product for which the warranty period has expired as of the Closing Date and (ii) resulting from a failure that occurred prior to the Closing Date, Seller agrees, that for a period of three years after the Closing Date, it will indemnify Purchaser pursuant to Article VII against any actual direct out of pocket costs incurred by Purchaser to remedy any such claim or claims that, individually or together in aggregate are in excess of $100,000.00; (vi) all Environmental Liabilities to the extent arising out of or Liabilities, commitments and obligations relating to the conduct use, application, malfunction, defect, design, operation, performance or suitability of any components, parts, products, manuals, publications or services, including training, that were developed, designed, or manufactured on or prior to the Closing Date or that were held in the inventory of the Business or the Acquired Assets or the ownership, sale or lease of any as of the Acquired Assets, whether arising prior to, on Closing Date or after by the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or Purchaser after the Closing Date; and (viiivii) all other Liabilities Liabilities, commitments and obligations of Parent of whatever kind and nature, primary type described on or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct matters described on Section 2.01(c)(vii) of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateDisclosure Schedules, including all Liabilities arising under assumed by the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityPurchaser pursuant to Article VI. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, HDPR and from CB shall assume, and after the Closing the Company shall thereafter pay, perform and discharge when duedue by their terms or as required by law, all of the following liabilities, obligations and commitments liabilities of Seller related to the Holsum Business and the Seaboard Bakeries Business, respectively, other than Retained Liabilities (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include as defined below), all BMS Assumed Liabilities but shall not include any Excluded Liabilities) in accordance with their terms (the “"Assumed Liabilities”"); , including, but not limited to, (i) all Accounts Payableliabilities included in the balance sheet of Holsum Bakers as of the Closing Date to be prepared by the parties (the "Closing Date Balance Sheet"); (ii) all obligations to perform the Contracts; (iii) all liabilities or claims arising from the operations of the Holsum Business and the Seaboard Bakeries Business, accrued expenses and other current liabilities arising out of or relating respectively (whether accruing prior to the Product, the Acquired Assets or the Business arising on or after the Closing Date; ), other than Retained Liabilities; (iiiv) all Liabilities in respect liabilities arising under all employee benefit plans of Holsum Bakers and Seaboard Bakeries relating to all present and former employees of Holsum Bakers and Seaboard Bakeries (the "Plans"), including all unfunded liabilities under such Plans relating to such employees, any liability arising from any "deemed termination" of any lawsuitssuch Plan, claimsany liability arising from prior violations of law with respect to the Plans, actions any liability for violations of the minimum funding rules, any liability for violations of the reporting and disclosure rules, any liability for any past or proceedings present breach of fiduciary rules, any liability for any violation of rules under the Internal Revenue Code, any liability for any breach of ERISA, any liability for breach of COBRA rules, any liability for the failure to file any Form 5500 for prior years and the responsibility for Form 5500 filings in all subsequent years, any liability or responsibility with respect to any audit of the Plans, and all responsibility for any and all reporting requirements under Section 4043 of ERISA; (v) all claims and liability arising out from the termination or deemed termination of any contract, whether under Act 75 of the Legislature of Puerto Rico or otherwise; and (vi) all liabilities as successor employer of the employees of the Business, including but not limited to any existing or future claim of wrongful termination, discrimination or any other claims related to terms and conditions of employment; but excluding Retained Liabilities, which Retained Liabilities will be retained by Seller. In addition, the Assumed Liabilities shall include liability for any WARN Act, severance, or other labor or employment obligations or claims under United States law, the law of the Commonwealth of Puerto Rico, or any local law or ordinance arising from or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product Assets and the Shares or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct operation of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityother than Retained Liabilities. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Effective at the terms Closing, Relief hereby assumes and subject agrees to the conditions of this Agreementbear, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform perform, satisfy and discharge when due, due (all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which being collectively referred to herein as the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “"Assumed Liabilities”);"): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business Liabilities arising on or after the Closing DateDate under the Regulatory Filings transferred and assigned to Relief hereunder; (iib) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date under the Transferred Contracts but only to the extent such Liabilities (i) do not arise from any breach, default, violation or failure to perform by NRx or any of its Affiliates of any provision under any Transferred Contract before the Closing Date; , (ii) do not arise by reason of events or circumstances occurring prior to the Closing Date which with notice or lapse of time, would constitute or result in a breach of any Transferred Contract, (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, if arising out of or relating to the Product) whether arising a circumstance in existence prior to, on or after to the Closing Date; , arise in accordance with the express terms of such Transferred Contracts, excluding any such Liabilities that relate to or arise from any failure to perform, improper performance, warranty or other breach, default or violation by NRx under any Transferred Contract before the Closing Date, (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Periodare not Excluded Liabilities, other than any Excluded Tax Liabilities; and (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions represent solely the performance of post-Closing obligations that were not required to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities be performed under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising Contracts prior to, on or after to the Closing Date; and (viiic) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of, relating to, or associated directly or indirectly with, Relief’s or its Affiliates’ or any of their licensees’, sublicensees’ or relating to the conduct distributors’ ownership or use of the BusinessCompound, the Product or Acquired the Transferred Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject Prior to the conditions date hereof, Seller has delivered to Buyer a register (the "Assumed Liabilities Register"), which indicates, as of this AgreementDecember 28, 2002 (the "Register Date"), (i) the amount of, and the payee with respect to, each outstanding account payable of Seller as of such date, and (ii) the aggregate amount of each former account payable of Seller for which a check had been cut but not yet sent, and that had been removed from the books and records of the Company as a liability (the "Held Payables"). (b) At the Closing, Buyer shall assume, effective assume and agree to discharge the following obligations and Liabilities of Seller (the "Assumed Liabilities"): (i) any Held Payables existing as of 12:00:01 a.m. the Register Date and listed on the Closing DateAssumed Liabilities Register in an aggregate amount not to exceed the amount therefor on the Assumed Liabilities Register; (ii) any account payable or accrued expense (other than an account payable or accrued expense owed to any stockholder or Affiliate of Seller) incurred on or prior to the Register Date in the ordinary course of the operation of the Business consistent with past practice and listed on the Assumed Liabilities Register, in an aggregate amount thereof not to exceed the amount therefor on the Assumed Liabilities Register; (iii) any account payable or accrued expense for goods purchased and services received in the normal operation of the Business incurred from and after the Closing Register Date in the Company shall pay, perform and discharge when due, all ordinary course of the following liabilitiesoperation of the Business consistent, obligations in nature and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)amount, with past practice; (iiv) all Accounts Payable, accrued expenses any obligation or liability to Seller's customers under written warranties in form and other current liabilities arising out of or relating scope substantially similar to the Product, form and scope disclosed to Buyer prior to the Acquired Assets or date hereof given by Seller to its customers prior to the Closing in the ordinary course of the operation of the Business consistent with past practice; (v) any obligation or liability of Seller arising on or after the Closing Date; (ii) all Liabilities in Register Date under the Transferred Contracts except with respect of to any lawsuits, claims, actions breach or proceedings arising out of alleged breach thereof by Seller or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, its Affiliates other than any obligations and liabilities thereunder to Employees who are not Transferred Employees, which shall be Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes shall be retained and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”)discharged solely by Seller; (vi) all Environmental Liabilities any obligation or liability of Seller to the extent any Transferred Employee in respect of wages, health insurance premiums, reimbursable business expenses or other obligation or liability incurred by Seller in good faith arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateRegister Date in the ordinary course of the operation of the Business consistent with past practice; (vii) all Liabilities under payroll or otherwise to sales Taxes payable by Seller, the extent arising out liability for which is incurred in the ordinary course of or relating to the Transferred Permits, whether arising prior to, operation of the Business on or after the Closing Register Date; and (viii) all any liability of Seller to any Resigned Employee in respect of wages and other amounts owed to such Resigned Employees (including, without limitation, accrued vacation pay (if required by law) and standard benefits) with respect to such Resigned Employees' employment with Seller and the resignation with respect thereto owing in respect of each such Resigned Employee's Notice Period; provided, however, that the obligation to pay wages and to provide standard benefits shall cease with respect to any Resigned Employee after Buyer notifies such Resigned Employee that it no longer desires such Resigned Employee's services. (c) Buyer will not assume or have responsibility for any Liability of Seller or the Subsidiary whatsoever other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), which Excluded Liabilities shall expressly, without limitation, include (i) except for the payroll and sales Taxes referred to in 2.4(b)(vii) above, any Liability of Parent Seller or the Subsidiary for Taxes and any Liability of whatever kind Seller for the unpaid Taxes of any Person (other than Seller and naturethe Subsidiary) under Regulation (section) 1.1502-6 of the Code (or any similar provision of state, primary local, or secondaryforeign law), direct as a transferee or indirectsuccessor, absolute by contract, or contingentotherwise, known (ii) any Liability relating to or unknownarising under any Employee Benefit Plan ever sponsored or maintained by or contributed to by Seller or an ERISA Affiliate of Seller, whether (iii) any Liability to any Employee who is not a Transferred Employee, including, without limitation, any accrued bonus, severance or other liability paid, owed or owing to any current or former employee of Seller or any Affiliate of Seller other than Transferred Employees, (iv) except for Assumed Liabilities, any Liability relating to the conduct or action of any present or former Employee of Seller or any Affiliate prior to the Closing, including, but not accruedlimited to, any claims relating to or arising out of or the employment of the Employees by Seller, (v) any Liability relating to or arising from security measures undertaken out of the ordinary course of the conduct of the Business, (vi) any Liability paid, owed or owing to Professional Representatives in respect of services, including, without limitation, those services relating to the Product or Acquired Assets transactions contemplated by this Agreement or the ownershipother Seller Agreements, sale or lease of and (vii) any of Liability relating to the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Stay Bonuses. All Excluded Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due solely by Parent. The term “Excluded Liability” means:the Seller.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions set forth in this Agreement, upon the Closing, Buyer agrees to assume and discharge (a) the liabilities of Seller related to the Contracts and the Leases, (b) such other liabilities of Seller (including, but not limited to, liabilities resulting from the Benefit Plans) as Buyer shall have agreed in writing to assume, (c) the obligations of Seller relating to customer prepayments or deposits, and (d) any and all accrued vacation pay of Seller's employees, through the Closing Date (collectively, the "Assumed Liabilities"); provided, however, that Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (a) and (b) of this Section 1.4 (the "Primary Assumed Liabilities") in the aggregate exceeding $1,105,000; and, provided further, that Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (c) and (d) of this Section 1.4 (collectively, the "Secondary Assumed Liabilities") in the aggregate exceeding $500,000. Except for the Assumed Liabilities described in this Section 1.4, Buyer shall not assume, and Seller shall pay, compromise or otherwise provide for all debts, obligations and liabilities of Seller (whether absolute, contingent, fixed or otherwise), including, without limitation, all tax liabilities occurring prior to the Closing Date (collectively "Seller Retained Liabilities"). Any Encumbrance which relates to an Assumed Liability shall be a "Permitted Encumbrance" for purposes of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions As of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, Buyer shall assume and from and after the Closing the Company shall be obligated to pay, perform and discharge when due, all each of the following liabilitiesliabilities (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “"Assumed Liabilities”);"): (i) all Accounts Payableobligations, accrued responsibilities, liabilities, costs and expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether based in common law or statute or arising under written contract or otherwise, known or unknown, liquidated or unliquidated, real or potential, tangible or intangible, whether or not accrued, caused by, arising out of of, incurred in connection with or relating in any way to the conduct ownership of the Business, the Product or Acquired Purchased Assets or the ownershipoperation of the Senior Living Assets as follows: (A) Buyer shall assume all obligations, sale responsibilities, costs and expenses arising out of, incurred in connection with, or lease of relating in any way to, any of the Acquired Assets, whether arising prior to, following for all periods on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.: (b1) Notwithstanding any other provision of this Agreementthe Facilities, the Company shall not assume any Excluded LiabilityReal Property (excluding existing mortgage indebtedness of Seller, each all of which shall be retained and paid, performed paid and discharged when due by Parent. The term “Excluded Liability” means:in full on or prior to the Closing Date, other than the First HUD Loan and the Second HUD Loan), and the Tangible Personal Property, including those listed on Schedule 7(g); (2) the First HUD Loan and the Second HUD Loan; provided, that Buyer shall not assume the First HUD Loan and the Second HUD Loan until the closing with respect to the HUD Facility; (3) all of the agreements, contracts, leases, permits or similar instruments, including the Ground Leases, Resident Agreements and Facilities Agreements, easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (4) the Permits; (5) all accounts payable and accrued liabilities relating to goods and/or services provided to the Senior Living Assets ("Accounts Payable"); (6) the Transferred Employees; (7) the accrued vacation related to Transferred Employees as set forth in Section 11(d); (8) all claims, actions, grievances, arbitrations, suits, liabilities, obligations, proceedings and investigations of, relating to or arising out of the business or operations of the Senior Living Assets or any of the Purchased Assets to the extent the same are related to occurrences on and after the Closing Date; and

Assumed Liabilities. (a) Upon Subject to the terms and subject to conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions of this Agreementherein contained, on the Company Closing Date Buyer shall assume, effective and shall only assume: (i) Seller's obligations under the Assumed Contracts, including without limitation Advertising Commitments (as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”defined in Section 4.16 hereof); (ii) Seller's obligations to fulfill outstanding orders to ABD customers at the Closing Date; (iii) subject to the provisions of Section 1.6, Seller's obligations to process ABD returns; (iv) the Simon & ▇▇▇▇▇▇▇▇ Commitment (as defined in Section 3.22 hereof); (v) Seller's obligation to satisfy the unpaid advances with respect to commitments negotiated by Seller with publishers for audiobook titles ("Unpaid Publisher Advance Commitments"), as set forth on Schedule 1.4(a)(v) (which Schedule shall identify the amount of each advance, the scheduled payment date(s) of such advance and the recipient thereof), as such Schedule shall be updated from time to time pursuant to Section 3.7 hereof; (vi) subject to the provisions of Section 3.20, Seller's obligations to make refunds to ABD customers in accordance with Buyer's return policy; and (vii) Unfulfilled Purchase Orders (as defined in Section 1.6 below); in each and every case only to the extent that the foregoing represent obligations which are by their stated terms to be performed, in the ordinary course, subsequent to the Closing Date ("Assumed Liabilities"); provided, however, that the Buyer shall satisfy the Simon & ▇▇▇▇▇▇▇▇ Commitment regardless of the date on which it is by its stated terms required to be performed. (b) Anything herein contained to the contrary notwithstanding, the following liabilities of Seller are specifically excluded from the Assumed Liabilities and shall constitute "Retained Liabilities": (i) any and all Accounts Payableincome, accrued expenses franchise, sales, use, property, payroll, employment, transfer and any other current liabilities arising out taxes, charges, fees, levies, imports, duties, licenses or other assessments, together with interest, penalties and any other additions to tax or additional amount imposed by any governmental or taxing authority, or liability for such amounts as a result of Seller being a member of an affiliated, consolidated, combined or relating unitary group or being a party to any agreement or arrangement whereby Seller may be liable for taxes or any other person for any period prior to (or up to and including) the Product, close of business on the Acquired Assets or the Business arising on or after day prior to the Closing Date; (ii) any and all Liabilities in respect employment or consulting arrangements, executive compensation plans, collective bargaining agreements, bonus plans, guaranteed bonus agreements, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other plans or arrangements providing for benefits to employees of Seller; (iii) any liabilities and obligations of Seller, the existence of which constitutes a breach of any lawsuitsof the representations, claims, actions warranties or proceedings covenants made by Seller in this Agreement or in any document delivered by it pursuant hereto; (iv) any liabilities and obligations arising out of or relating in connection with any litigation, investigation or proceeding to the manufacturewhich Seller is a party, production, marketing, commercialization, distribution or sale of the Product which are based upon events occurring or the ownership, sale, lease or use of any of the Acquired Assets circumstances existing prior to, on or after to the Closing Date; (iiiv) all Liabilities any liabilities and obligations of Seller for warranty claims and product liability any breach or similar claimsviolation, including all suits, actions or proceedings relating prior to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out , of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”)Assumed Contracts; (vi) all Environmental Liabilities except for the Simon & ▇▇▇▇▇▇▇▇ Commitment (which shall be Buyer's obligation), any liabilities and obligations with respect to the extent arising out of or relating Unpaid Publisher Advance Commitments becoming due and payable prior to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise any liabilities and obligations with respect to the extent arising out of or relating Advertising Commitments becoming due and payable prior to the Transferred Permits, whether arising prior to, on or after Closing Date (except for Buyer's obligations to partially reimburse Seller in respect of the Closing DateMarch/April 1999 Mailing (as defined in Section 3.23 hereof)); and (viii) all any other Liabilities liability or obligation which is not an Assumed Liability. (c) For purposes of Parent of whatever kind and natureclarification, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to notwithstanding the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease assignment of any of contract or other rights included in the Acquired Purchased Assets, whether arising except as otherwise provided herein, Seller has not assigned and Buyer has not assumed and Seller retains its rights and its obligations, including all rights and remedies of enforcement, with respect to receivables or other amounts owed or obligations to or from Seller on sales of ABD merchandise or other transactions prior to, on or after to the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Company shall assumeClosing, effective as of 12:00:01 a.m. on the Closing DatePurchaser shall, and from shall cause the relevant Designated Purchasers to, assume and after the Closing the Company shall paybecome responsible for, perform and perform, discharge and pay when due, all only the following Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Sellers (the “Assumed Liabilities”): (a) Except as otherwise expressly provided herein, all Liabilities of the Acquired Business arising after the Closing to the extent related to the ownership, conduct or operation of the Acquired Business after the Closing, including (i) all such Liabilities with respect to the ownership, exploitation and operation of the Assets after the Closing, (ii) all such Liabilities related to Actions or claims brought against the Acquired Business after the Closing, (iii) all such Liabilities under any Environmental Laws after the Closing, (iv) all such Liabilities under any products liability Laws or similar Laws concerning defective products after the Closing, and (v) all such Liabilities under any applicable Laws in relation to telecommunications providers after the Closing; (b) all Liabilities arising from or in connection with the performance of the Assigned Contracts (or breach thereof) or any arrangements entered into pursuant to Section 5.13 or 5.14 (or breach thereof), in each case after the Closing (but subject to Section 2.1.3(o)), including (i) any Cure Costs payable by the Purchaser pursuant to Section 2.1.7, (ii) any obligation under any Assigned Contract and under any arrangements entered into pursuant to Section 5.13 or 5.14 to buy back from resellers the Products sold by the Acquired Business to such resellers under such Assigned Contract, (iii) any indemnification obligations or obligations under any warranty Liabilities and Known Product Defects (as defined in the Nortel Accounting Principles) relating to Products and Services which have been supplied under any Assigned Contract, and (iv) all Contractual Liabilities under Customer Contracts that are Assigned Contracts; (c) (i) all Liabilities resulting from any licensing assurances, declarations, agreements or undertakings relating to the Transferred Intellectual Property which the Sellers may have granted or committed to Third Parties, solely to the extent that the terms of such licensing assurances, declarations, agreements, or undertakings require assignees of the Transferred Intellectual Property to assume such Liability, and (ii) Liabilities resulting from the assurances, declarations and undertakings made to standard-setting bodies as listed in Section 2.1.3(c) of the Sellers Disclosure Schedule (including, with respect to such Liabilities, the name of each relevant standard-setting body and, to the extent available, any Patents included in the Transferred Intellectual Property that are subject to such Liability), it being understood that the Sellers or their Affiliates may have made other licensing assurances, declarations or undertakings to various standard-setting bodies concerning the Transferred Intellectual Property, the Liabilities for such other assurances, declarations or undertakings are not assumed hereunder but are being referenced merely to provide notice thereof; (d) all Liabilities for, or related to, any obligation for, any Tax that the Purchaser or any Designated Purchaser bears under Article VI (including, for the avoidance of doubt, Transfer Taxes to the extent set forth in Article VI); (e) except to the extent otherwise expressly set forth in Article VII, all Liabilities related to or arising from or in connection with: (i) all Accounts Payablethe Purchaser’s or any Designated Purchasers’ (or any of their Affiliates’) employment or termination of employment (whether or not arising under or in respect of any Purchaser Employee Plan) of Transferred Employees, accrued expenses and other current liabilities arising out of or relating to the Productextent arising on or after the time of transfer of such Transferred Employees on the Effective Hire Date; (ii) except where such Liability is attributable to an act or omission of the Sellers, the Acquired Assets Purchaser’s or relevant Designated Purchasers’ (or any of their Affiliates’) Offer or notice of continued employment (including any Liability, other than a Liability attributable to an act or omission by the Business Sellers, arising as a result of any breach of applicable employment Law by the Purchaser or relevant Designated Purchaser in connection with any pre-employment screening process), as applicable, to any Employee pursuant to the terms of Section 7.1, (iii) except where such Liability is attributable to an act or omission of the Sellers, the Purchaser’s or relevant Designated Purchasers’ (or any of their Affiliates’) decision to make or not make Offers to Employees, to the extent such Offer violates applicable Law with respect to discrimination among employees or potential employees, and (iv) the failure of the Purchaser or any Designated Purchasers or their Affiliates to satisfy their obligations with respect to the Employees, including the Transferred Employees, as set out in Article VII; (f) all Liabilities that relate to or arise from or in connection with any Purchaser Employee Plan; (g) all Liabilities related to any payments with respect to accrued and unpaid vacation days to the extent provided in and in accordance with Sections 7.1.2(c)(ii), (iii) and (iv); (h) all Liabilities arising on or after the Closing Date that relate to or arise from or in connection with the Seller Employee Plans and Collective Labor Agreements set forth on Section 4.11(g) of the Sellers Disclosure Schedule (or the liabilities of which are transferred in connection herewith) to the Purchaser or a Designated Purchaser. For greater certainty, there shall be no transfer of assets or liabilities from the Nortel Networks Negotiated Pension Plan to the Purchaser, Designated Purchasers or any Purchaser Employee Plan; (i) any obligation to provide continuation coverage pursuant to COBRA or any similar Law under any Purchaser Employee Plan that is a “group health plan” (as defined in section 5000(b)(1) of the Code) to Transferred Employees and/or his or her qualified beneficiaries who have a qualifying event that occurs on or after such Transferred Employee’s Employee Transfer Date; (iij) all Liabilities payable or to be provided on or after the Closing Date related to the Transferred Employees set forth on Section 2.1.3(j) of the Sellers Disclosure Schedule, as updated prior to Closing in respect of any lawsuitsaccordance with Section 7.1.2(c), claims, actions as applicable; (k) all Liabilities related to Transferred Employees expressly assumed by the Purchaser or proceedings arising a Designated Purchaser as set out of or in Article VII; (l) all Liabilities relating to executory supply purchase orders for products or services (other than raw materials, manufactured or purchased parts, work in process, packaging, stores, tooling, finished goods or supplies, in each case to be delivered to contract manufacturers), entered into by the manufacture, production, marketing, commercialization, distribution or sale of Sellers in connection with the Product or Acquired Business in the ownership, sale, lease or use of Ordinary Course before the Closing with any Person (other than a contract manufacturer) who is a supplier of the Acquired Assets prior to, on Business and under which such products and/or services have not been delivered or after supplied as of the Closing Date; (iiim) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating related to the Product) whether arising prior to, on or after the Closing DateSeller Bids; (ivn) all other Liabilities listed in Section 2.1.3(n) of the Sellers Disclosure Schedule; (o) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred Sellers described in connection with this Agreement, any the definition of Adjusted Net Working Capital Transferred as of the Other Transaction Documents Closing Date not otherwise transferred or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities assigned pursuant to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateSection 2.1.3; and (viiip) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating related to the conduct of obligation to repurchase Acquired Business related Inventory under contract manufacturing agreements, as and to the Business, extent specified in the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityContract Manufacturing Inventory Agreements. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Company Closing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of assume only the following liabilitiesLiabilities of Seller and the Subsidiaries (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”): (a) All accounts payable of the Business as of the Closing (to the extent that such accounts payable relate to the Business and other than any accounts payable to Seller or any Affiliate of Seller) to the extent reflected in Working Capital as of the Closing Date (“Accounts Payable”); (ib) all Accounts Payable, All accrued expenses and other current liabilities arising out of or relating the Business as of the Closing (to the Productextent such accrued expenses relate to the Business) to the extent reflected in Working Capital as of the Closing Date, including, for the Acquired Assets or avoidance of doubt, liabilities for non-income Taxes in the Business arising on or after amount reflected in Working Capital as of the Closing Date; (c) All obligations of Seller and the Subsidiaries under the Assigned Agreements, to the extent such obligations (i) were not due to have been satisfied or discharged at or prior to the Closing, (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, are reflected on or after the Closing DateDate Statement, or (iii) are not required to be reflected on the Closing Date Statement and have not arisen as a result of a default or breach of such Assigned Agreement or this Agreement by Seller or any Subsidiary; (iiid) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating All Permitted Exceptions to any such Liabilities, arising out of or relating to which the Product) whether arising prior to, on or after the Closing DateAssets are subject; (ive) all The Liabilities for Taxes arising out of or relating assumed pursuant to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts Section 7.8 (including any penalties, interest and additions Liabilities resulting from the failure of Purchaser to Tax) incurred in connection comply with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”Section 7.8); (vif) all Environmental The Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, listed on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateSchedule 5.11(b)(1); and (viiig) all All other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, the Business arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityClosing. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, Buyer shall deliver to Seller the Assumption Agreement pursuant to which Buyer shall assume and from and after the Closing the Company shall pay, perform and agree to discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) liabilities of Parent (which Seller in accordance with their respective terms and subject to the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) respective conditions thereof (the “"Assumed Liabilities”);"): (i) all Accounts Payable, Trade Payables and "accrued expenses and other current liabilities" in the amounts reflected on the Closing Date Balance Sheet; (ii) all obligations and liabilities arising out of or relating Seller under the Seller Agreements (to the Product, the Acquired Assets extent such obligations or the Business liabilities are not Excluded Liabilities) arising on or after the Closing Date; (ii) all Liabilities in respect Date or which are reflected on the Closing Date Balance Sheet, but excluding any such obligations or liabilities arising because of any lawsuits, claims, actions breach or proceedings arising out nonperformance of or relating such Seller Agreements prior to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing DateClosing; (iii) all Liabilities liabilities in respect of Employees for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating which Buyer is liable pursuant to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date;Section 8.4; and (iv) all Liabilities for Taxes arising out of or relating to or liabilities in respect of the Product or any Acquired Asset Taxes for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions which Buyer is liable pursuant to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySection 8.2. (b) Notwithstanding any other provision Buyer shall have the right no later than five days prior to the Auction to add additional specified trade creditors of Seller to Schedule 2.3 and/or remove specified trade creditors of Seller from Schedule 2.3, in either case solely to the extent that the obligation to the trade creditor (i) is the subject of a breach of representation or warranty contained in Article V or (ii) was incurred after the date hereof in violation of this Agreement, including Section 7.4; provided, that any such breach or violation would cause a failure to satisfy the Company conditions set forth in Section 9.1. In the event a trade creditor is added to or removed from Schedule 2.3 pursuant to this Section 2.3(b), the Reference Amount and the Closing Date Balance Sheet shall each be adjusted accordingly and Buyer shall not assume any Excluded Liabilityliabilities with respect thereto. In addition, at any time at least five days prior to the Auction, Buyer and Seller may by mutual written consent add additional specified trade creditors of Seller to Schedule 2.3 and/or remove specified trade creditors of Seller from Schedule 2.3, and the Reference Amount and the Closing Date Balance Sheet shall each be adjusted accordingly and Buyer shall not assume any liabilities with respect thereto; provided, however, that as a condition of which shall be retained and paidits consent, performed and discharged when due by Parent. The term “Excluded Liability” means:Seller may require Buyer to indemnify it for any payment obligations of Seller to such trade creditors.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreementcontained herein (including the right to indemnification pursuant to Article 9), the Company shall assumeother than Excluded Liabilities, effective as of 12:00:01 a.m. on the Closing Dateupon, and from and after the Closing the Company Closing, Buyer shall, and shall paycause ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or another Buyer Affiliate to, perform and discharge when duewithout any further liability of, all or recourse to, any member of the following liabilitiesSeller Group, obligations absolutely and commitments (“Liabilities”) irrevocably assume and be solely liable for any and all Liabilities of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities kind or nature arising out of of, related to or relating to associated with the ProductBusiness, the Acquired Assets products or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale services of the Product or Business, the ownershipEmployees, sale, lease or use of any of the Acquired Purchased Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or manufacture and sale of such products, the provision of such services and the ownership, sale leasing or lease of any use of the Acquired AssetsPurchased Assets (collectively, whether arising prior tothe “Assumed Liabilities”); provided, on however, that, notwithstanding the foregoing, neither Buyer nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or after any designated Buyer Affiliate shall assume any Liability of CS Brazil Operating other than (a) Liabilities to customers of the Closing Date, including all Business with respect to Cathodes sold by CS Brazil Operating and (b) Liabilities arising to customers of CS Brazil Operating under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.Brazil Transferred Contracts. Assumed Liabilities shall include: (a) Liabilities under SNC Transferred Contracts; (b) Notwithstanding any other provision Liabilities with respect to Transferred Real Property; (c) all Liabilities with respect to Transferred SNC Employees, including Statutory Retirement Benefits, but excluding Non-Business Employee Liabilities and Liabilities under the CCR Retirement Plan; (d) all Liabilities to customers of this the Business with respect to Cathodes sold; (e) all Tax Liabilities with respect to Transactional Taxes and Taxes (including taxe professionelle and taxe foncière) in respect of the operation of the Business to the extent that such Taxes relate to the period starting on the Closing but, in each case, excluding those due on dates on or before the Closing or payable for periods prior to the Closing and excluding those which are included in the Excluded Liabilities; (f) all Liabilities with respect to the Transferred Tangible Business Assets; (g) all Liabilities arising out of Litigation to which SNC is or becomes a party or Claims made against SNC to the extent such Liabilities relate to the Business; (h) accounts payable to third parties by SNC in respect of the Business, but excluding the accounts payable specified in Section 2.4(h) of the Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Buyer shall deliver to Seller an undertaking in the form attached hereto as Exhibit A (the “Assumption Agreement”), pursuant to which Buyer, on and from and after as of the Closing the Company Date, shall assume and agree to pay, perform and discharge when due, all of due only the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any other than Excluded Liabilities) (of Seller and its Transferred Subsidiaries, to the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities extent arising out of or relating to the Product, the Acquired Assets or the conduct of the Business arising (collectively, the “Assumed Liabilities”): (i) All liabilities (other than Taxes of any Transferred Subsidiary or Non-Stock Asset attributable to a Pre-Closing Tax Period and any escheatment reserves and any and all amounts held by Seller for refunds to customers that are subject to escheatment under applicable law) reflected on the Most Recent Balance Sheet (as defined in Section 2.5) or the Final Balance Sheet, or incurred after the Closing DateBalance Sheet Date but prior to Closing, in the ordinary course of business; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising All obligations and liabilities which arise out of Buyer’s or relating to the manufacture, production, marketing, commercialization, distribution or sale any of its Affiliates’ operation of the Product or Business, the ownership, sale, lease or use of any of the Acquired Assets prior to, and/or sale of any products provided or sold and/or services provided or sold by Buyer or any of its Affiliates on or after the Closing Date; (iii) all Liabilities for warranty claims All obligations and product liability liabilities under or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of the Assigned Contracts or the Unassigned Master Agreements related to the Business (other than any liability arising solely out of or solely relating to a breach of contract that occurred prior to the Product) Closing Date), whether arising prior tobefore, on or after the Closing Date; (iv) all Liabilities for Taxes All obligations and liabilities assumed by, or that are otherwise the responsibility of, Buyer pursuant to Section 9.4; (v) All obligations and liabilities arising out of or relating to or Deferred Items (as defined in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (vSection 1.4) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”);under Section 1.4; and (vi) all Environmental Liabilities to the extent arising out of or All liabilities for Taxes relating to the conduct of Non-Stock Assets and the Business Transferred Subsidiaries with respect to taxable periods, or the Acquired Assets or the ownershipportions thereof, sale or lease of any of the Acquired Assets, whether arising prior to, on or beginning after the Closing Date; (vii) all Liabilities under or otherwise Date and any liability for Taxes assumed pursuant to Section 8.5. Notwithstanding the extent arising out of or relating to foregoing, the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct assumption of the Business, Assumed Liabilities shall not affect the Product rights of Buyer or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising Buyer Indemnified Party under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision Article VI of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:.

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this AgreementAgreement and excluding the Retained Liabilities, at the Company Closing, Purchaser shall assume (or cause its applicable designated Affiliates to assume, effective as of 12:00:01 a.m. on the Closing Date, ) and from and after the Closing the Company shall agrees to pay, discharge or perform when due (or cause its applicable designated Affiliates to pay, discharge and discharge perform when due, all of ) only the following liabilitiesLiabilities (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”), and no others: (a) Any and all Liabilities included as Liabilities in the calculation of Closing Working Capital; (ib) Any and all Accounts Payable, accrued expenses Closing Funded Debt; (c) Any and other current liabilities all Liabilities relating to or arising out of the Specified Business Contracts, other than the Seller Portion of the Shared Contract Liabilities, but only to the extent such Liabilities (A) arise or are to be performed after the Closing Date, (B) do not arise from or relate to any breach or violation by any Seller Entity or any Affiliate of any Seller Entity (other than a Purchased Company) or, prior to the Closing Date, any Purchased Company of any such Specified Business Contracts and (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or violation of any of such Specified Business Contracts; (d) Any and all Liabilities to the extent relating to the Productany return, the Acquired Assets repair, warranty or similar Liabilities (i) related to products and services of the Business arising on manufactured after the Closing Date, or (ii) for which a claim is made more than three (3) years following the Closing Date and relates to products and services of the Business manufactured or sold prior to the Closing Date; (e) Any and all Liabilities to the extent relating to any recall or similar Liabilities relating to products of the Business manufactured after the Closing Date; (iif) Any and all Liabilities in respect of any lawsuitsfor death, claimspersonal injury, actions advertising injury, other injury to persons or proceedings arising out of or property damage to the extent relating to the manufacture, production, marketing, commercialization, distribution or sale products of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or Business manufactured after the Closing Date; (iiig) Any and all Liabilities for warranty claims and product liability of the Business arising in connection with the infringement, misappropriation or similar claimsother violation of the Intellectual Property of any third party, including all suitsor allegation thereof, actions or proceedings relating to any such Liabilities, arising out of or relating in each case to the Productextent resulting or alleged to result from any products of the Business as they are manufactured or processes of the Business as they are used, respectively, after the Closing Date, subject to Section 5.11(d); (h) whether Any and all Liabilities in respect of Transferred Business Employees arising prior to, on or after the Closing Dateapplicable Employee Transfer Date for such Transferred Business Employee (exclusive of (A) any Liability for severance for which Seller is responsible pursuant to Section 5.7 and (B) any Liability in respect of severance payable to Transitional Employees on or after the applicable Employee Transfer Date for such Transitional Employee) and any and all Liabilities in respect of Business Employees assumed by Purchaser pursuant to Section 5.7; (ivi) Any and all Liabilities relating to or arising out of the Purchased Entity Benefit Plans; (j) Any and all Liabilities for Taxes arising out of (i) for which Purchaser is responsible pursuant to Section 6.2 or relating to or in respect of the Product (ii) imposed on any Purchased Non-Consolidated Venture or any Acquired Asset Subsidiary thereof for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (vk) Any and all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions relating to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct Overhead Restructuring in excess of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateOverhead Restructuring Cap; and (viiil) Other than any Retained Liabilities, any and all other Liabilities relating to or arising out of Parent of whatever kind and naturethe Business, primary or secondaryaccruing after the Closing, direct or indirect, absolute or contingent, whether known or unknown, whether fixed or contingent, asserted or unasserted. The parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (l) in this Section 2.6; such fact does not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. imply that (bA) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which such Liability shall be retained and paid, performed and discharged when due by Parenttransferred more than once or (B) any duplication of such Liability is required. The term “Excluded Liability” means:fact that a Liability may be excluded under one clause does not imply that it is not intended to be included under another clause.

Assumed Liabilities. The following shall constitute, and are herein together referred to as, the “Assumed Liabilities”: (1) Those liabilities which are (a) Upon identified on Schedule 2.2(A)(1) attached hereto (including outstanding purchase orders, trade accounts payable and accrued liabilities and expenses reflected on said Schedule) and (b) any trade payables not so listed if (i) neither Seller nor Parent have “Knowledge” (which term, when used in reference to any person, means matters which are known to such persons and matters which might reasonably be discovered by them in the terms and subject exercise of due inquiry, excluding inquiry of any adverse party to the conditions of this Agreement) thereof, the Company shall assume(ii) invoices are delivered to Buyer promptly following their receipt or discovery, effective as of 12:00:01 a.m. on the Closing Date(iii) [**************], and from and after (iv) such liabilities are listed in the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded LiabilitiesSupplemental Schedule provided for in Section 3.2(G)(2) (the “Assumed Balance Sheet Liabilities”); (i2) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating Subject to the Productprovisions set forth in Section 3.3(D) and the exclusion provided for in Section 2.2(B)(4)(e), the Acquired Assets or the Business arising on or after the Closing Date; (ii) Seller’s obligations to all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating individual and corporate customers to provide training which has been purchased by such customers prior to the manufacture, production, marketing, commercialization, distribution or sale Effective Date but not yet delivered as of the Product or Effective Date (the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer TaxesTraining Obligations”); (vi3) all Environmental Liabilities Any obligation for cash refunds to customers in respect to any prepaid training, except to the extent arising out such constitutes a Retained Liability under Section 2.2(B)(4)(e); (4) Any obligation to pay for training provided by any other franchisee or affiliate of or relating the Franchisor in respect to national training coupons sold by Seller, except to the conduct extent such constitutes a Retained Liability under Section 2.2(B)(4)(f); (5) Any debt, liability or obligation accruing from and after the Effective Date under or pursuant to any of the Assigned Contracts; (6) Any liability which relates to the termination of ▇▇▇▇▇▇▇ Penn, a former employee of Seller whose employment was terminated before the Effective Date; (7) Any debts, liabilities or obligations incurred by Buyer, or actions, claims or lawsuits asserted against either Buyer or Seller, which relate to the operation of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Effective Date; and (viii8) Any claim (and any liability resulting therefrom) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating against Seller which is made by a person employed by Seller immediately prior to the conduct Effective Date which is based solely upon Buyer’s failure or refusal to make an offer of employment to such person as of the BusinessEffective Date (but excluding claims arising from any other circumstances, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior including but not limited to, on any agreements existing or after the Closing Datealleged to exist between Seller and any such person, including all Liabilities arising or any claims under the BMS Purchase Agreement Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§2101-2109, as amended, or any claimclaims under the Employee Retirement Income Security Act of 1974, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityas amended). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall Buyer agrees to assume, satisfy, perform, pay, perform discharge and discharge when due, all be solely responsible for each of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”): (a) all current Liabilities of the type designated on the Reference Balance Sheet as to be assumed by Buyer (the “Assumed Current Liabilities”); (b) all Liabilities relating to, or arising in respect of, (i) all Accounts Payablethe Purchased Assets accruing, accrued expenses and other current liabilities arising out of of, or relating to events, occurrences, acts or omissions happening from and after the ProductClosing Date or the operation of the Property, the Acquired Business or the Purchased Assets from and after the Closing Date, and (ii) all Assumed Contracts which were not fully performed and were not required to have been so performed, prior to the Closing Date, excluding any Liability resulting from any breach thereof on or prior to the Closing Date by Seller or any of its Affiliates or any of their respective Representatives, to the extent of such breach; (c) all Liabilities of Seller with respect to entertainment, dining and other reservations made by patrons relating to the Property or the Business arising on or from and after the Closing Date; (iid) all Liabilities in respect for Taxes arising from and attributable to the ownership of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale portion of the Product Purchased Assets or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or other Assumed Liabilities after the Closing Date; (iiie) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or Transferred Employees accruing from and after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Date to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Datetheir employment by Buyer; (viif) all Liabilities under under, pursuant or otherwise relating to the extent any Environmental Laws, including, without limitation, Environmental Liabilities, relating to, resulting from, caused by or arising out of ownership, operation, use or control of the Property or the Business, accruing, arising out of, or relating to the Transferred Permitsevents, whether arising prior tooccurrences, on acts or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind omissions happening from and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all including, without limitation, any Liability relating to contamination or exposure to Hazardous Substances at or attributable to the Property or the Business; provided, however, that Seller shall retain liability for the Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.set forth in Section 1.3(j) hereof; and (bg) Notwithstanding to the extent lawfully transferable, all obligations, commitments and Liabilities under any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Seller Permits assigned to Buyer pursuant to Section 1.1(i) hereof.

Assumed Liabilities. At Closing, Buyer shall assume and agree to pay, discharge, or perform as appropriate, only the following liabilities and obligations of Seller (“Assumed Liabilities”): (a) Upon the terms obligations of Seller under the Assumed Contracts that (i) arise after the Closing, (ii) relate to periods following the Closing, and subject (iii) are to be paid or performed at any time after the conditions of Closing; (b) the obligations and liabilities as set forth on Schedule 1.03, as may be updated from time to time in accordance with this Agreement; and (c) liabilities arising out of Buyer’s operation of the Purchased Business after the Closing. Except for the Assumed Liabilities, the Company shall assumeBuyer is not assuming or agreeing to pay or perform any debts, effective as liabilities or obligations of 12:00:01 a.m. on the Closing DateSeller, including without limitation any debts, liabilities or obligations relating to or arising out of (a) failure to pay or perform any obligation required to be paid or performed prior to Closing; (b) federal, state, or local tax claims or liabilities of Seller arising prior to Closing; (c) hiring, employment, contractual relationships with or termination of Staff prior to Closing, including without limitation any obligation or liability of Seller in respect of accrued salaries, accrued profit sharing or severance pay, or any obligation or unfunded liability arising from any pension or other employee benefit plan, in each case arising prior to Closing; (d) obligations or liabilities to customers or suppliers arising prior to Closing; (e) environmental liabilities arising prior to Closing; (f) health and safety liabilities arising prior to Closing; (g) accounts payable, accrued expenses, or obligations under assumed contracts arising prior to Closing, other than Assumed Liabilities; or (h) any other debt, liability or obligation arising, and from to be performed or paid, prior to Closing, including without limitation the operation and after management of the Purchased Business prior to Closing (all of the Company foregoing, individually and collectively, herein referred to as “Retained Liabilities”). Seller shall fully pay, perform and discharge all Retained Liabilities when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities as due in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection accordance with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityrespective terms. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms On and subject to the terms and conditions of this Agreement, the Company Seller shall assume, effective as of 12:00:01 a.m. on transfer to the Closing DateBuyer, and from and after the Closing the Company Buyer shall pay, perform assume and discharge or perform when duedue in accordance with the terms thereof, all each of, but only, the following Liabilities of the following liabilitiesSeller (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”): (a) all accounts payable of the Seller relating to the Business and all accrued expenses of the Seller relating to the Business up to an aggregate amount equal to $1,300,000, to the extent such accounts payable and accrued expenses (x) arose in the Ordinary Course of Business and (y) are recorded on the Latest Balance Sheet (but not including the notes thereto, if any) and remain unpaid at Closing (provided, that such accounts payable are not past due);, or have arisen in the Ordinary Course of Business consistent with past practice since the date of the Latest Balance Sheet and would be recorded on the Closing Date balance sheet of the Seller (but not including the notes thereto, if any) when prepared applying accrual accounting on a consistent basis and on a consistent basis with the Latest Balance Sheet, excluding, however: (i) all Accounts Payable, accrued expenses and other current liabilities any Liability arising out of or relating in connection with a breach of contract, breach of warranty, violation of Law, tort, environmental, health or safety matter, infringement claim or lawsuit, or which relates to any indebtedness of the Product, Seller (whether Funded Indebtedness or otherwise) or any Liability of the Acquired Assets or the Business arising on or after the Closing DatePrincipals; (ii) all Liabilities in respect of for any lawsuitsfederal, claimsstate, actions local, provincial or proceedings arising out of foreign income Taxes (whether or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Datenot accrued); (iii) all Liabilities for warranty claims any Funded Indebtedness (other than the Assumed Capital Lease and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing DateAssumed Equipment Lease); (iv) all Liabilities for Taxes arising out of or relating any Liability owed to or in respect each of the Product Principals or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;Affiliate of the Seller or the Principals; and/or (v) Taxes of all Liabilities for transfer, documentary, sales, use, registration, value added types related to the negotiation and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any consummation of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”);hereunder, except for any sales or transfer taxes payable by the Buyer. (vib) all Environmental Liabilities of the Seller arising or to be performed after the Closing under the Contracts (but not including any obligation or Liability (i) to the extent arising out of or relating in connection with any breach of any such Contract occurring as of or prior to the conduct of Closing or (ii) without the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accruedBuyer’s written consent, arising out of or relating in connection with any Contract that was required to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, be listed on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.Schedule 5.13 but was not listed); and (bc) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained Assumed Capital Lease and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Assumed Equipment Lease.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Company Closing, the Purchaser shall assumeassume and/or accept assignment from the Sellers and thereafter pay, effective perform, or discharge in accordance with their terms the following obligations of Sellers (the "Assumed Liabilities"): (a) the obligations of the Sellers under the Assumed Contracts that, by the terms of such Assumed Contracts, arise after Closing, relate to or are incurred in periods following the Closing and are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date (except to the extent such obligations arise out of 12:00:01 a.m. or are related to activities, events or transactions occurring, or conditions existing, on or prior to the Closing Date), including (a) all agreements for the sale of advertising time on the Radio Broadcast Stations for cash and from at prices consistent with Sellers' ordinary course of business pricing policies for which no payment has been received and after the Closing the Company shall pay, perform which do not have more than twelve (12) months remaining in their term ("Time Sales Agreements"); and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilitiesb) (the “Assumed Liabilities”subject to Section 1.7(f); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities agreements which are for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, consideration other than any Excluded Tax Liabilities; cash, such as merchandise, services or promotional consideration arising in the ordinary course of business consistent with the past practices of Sellers (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”"Trade Agreements"); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viiib) all other Liabilities of Parent of whatever kind liabilities prorated against the Sellers pursuant to Section 1.7. At Closing and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating pursuant to the conduct Section 365 of the BusinessBankruptcy Code, Sellers shall assume and sell, transfer and assign to Purchaser the Assumed Contracts (including the Real Property Leases), and shall have obtained prior Bankruptcy Court approval for same in the Sale Order. The cure amounts, as determined by the Bankruptcy Court, if any (the "Cure Amounts"), necessary to cure all defaults, if any, and to pay all actual or pecuniary losses that have resulted from such defaults under the Assumed Contracts (including the Real Property Leases), shall be paid prior to Closing by Sellers and not by the Purchaser and, subject to Section 1.7(b), the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityPurchaser shall have no liability therefor. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the Closing Date, ▇▇▇▇▇▇▇ Optionholder shall assume and agree to discharge, in accordance with their respective terms and subject to the respective conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when duethereof, all contractual and other Liabilities of ▇▇▇▇▇▇ Japan arising out of or related to the Japanese ▇▇▇▇▇▇▇ Business, any Divested Business and/or any of the following liabilitiespast or present facilities of ▇▇▇▇▇▇ Japan used primarily in connection with the Japanese ▇▇▇▇▇▇▇ Business or any Divested Business, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);including, without limitation: (i) All Liabilities in respect of Taxes except income Taxes; (ii) All accounts payable and accrued liabilities of the Japanese ▇▇▇▇▇▇▇ Business; (iii) All Liabilities of ▇▇▇▇▇▇ Japan under the Contracts and Real Estate Leases included in the Purchased Business; (iv) All Liabilities of ▇▇▇▇▇▇ Japan under the TK Agreement, other than payment obligations under Articles 5, 11 and 13 of the TK Agreement; (v) All warranty, performance and similar obligations entered into or made prior to the Closing Date with respect to the products or services of the Japanese ▇▇▇▇▇▇▇ Business; (vi) All Liabilities related to any and all Accounts PayableActions asserting a violation of any law, accrued expenses and other current liabilities rule or regulation related to or arising out of or relating to the Productoperations of the Japanese ▇▇▇▇▇▇▇ Business, the Acquired Assets or the Business arising on whether before or after the Closing Date; (iivii) all All Liabilities in respect arising under any laws regarding the management, control and clean-up of any lawsuits, claims, actions hazardous materials (including off-site waste disposal liabilities) relating to or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale operations of the Product Japanese ▇▇▇▇▇▇▇ Business, whether before or after the ownershipClosing Date; (viii) All Liabilities in connection with workers' compensation claims of past, sale, lease current or use of any prospective employees of the Acquired Assets Japanese ▇▇▇▇▇▇▇ Business, whether incurred prior to, on or after the Closing Date; (iiiix) all All Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to severance or termination of any such Liabilities, arising out of or relating to the Product) ▇▇▇▇▇▇▇ Employees whether arising prior to, on before or after the Closing Date, and including any ▇▇▇▇▇▇▇ Employees who do not accept employment by ▇▇▇▇▇▇▇ Optionholder at the Closing Date; (ivx) all All Liabilities for Taxes arising out associated with the transfer of or relating assets from the ▇▇▇▇▇▇ Japan Pension Plan to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;▇▇▇▇▇▇▇ Japan Pension Plan; and (vxi) all All other Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired AssetsJapanese ▇▇▇▇▇▇▇ Business, whether existing on the Closing Date or arising prior to, on at any time or from time to time after the Closing Date; (vii) all Liabilities under , and whether based on circumstances, events or otherwise to the extent actions arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on before or after the Closing Date, including all whether or not such Liabilities arising under shall have been disclosed herein, and whether or not reflected on the BMS Purchase Agreement books and any claim, action, suit, arbitration, inquiry, proceeding or investigation records of ▇▇▇▇▇▇ Japan. All of the foregoing liabilities and obligations to be assumed by or before any Governmental Entity. ▇▇▇▇▇▇▇ Optionholder hereunder (b) Notwithstanding any other provision of this Agreement, the Company shall not assume excluding any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Liabilities) are referred to herein as the "Assumed Liabilities."

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assumeB▇▇▇▇ agrees, effective as of 12:00:01 a.m. on at the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all time of the Closing, to assume only the following liabilitiesLiabilities of Sellers (and no other Liabilities of Sellers, obligations and commitments (“Liabilities”) which other Liabilities of Parent (which the parties hereto acknowledge and agree Sellers shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilitiesbe retained by Sellers) (the “Assumed Liabilities”): (a) all Liabilities relating to or arising out of the ownership or operation of the Purchased Assets (including, for the avoidance of doubt, any Liabilities for Taxes arising from the ownership or operation of the Purchased Assets in a Post-Closing Tax Period (including, with respect to any Taxes arising in a Straddle Period, the portion of such Taxes that are allocable to Buyer under Section 7.06(c))) by Buyer solely for and in respect of periods following the Closing and excluding any Excluded Liabilities; for the avoidance of doubt any Liabilities relating to or arising out of facts, events or circumstances occurring prior to the Closing, regardless of whether such Liabilities arise or are asserted prior to or after the Closing, shall be Excluded Liabilities (except to the extent such Liability is otherwise expressly set forth as an Assumed Liability in another section of this Agreement); (b) payment of all Liabilities, to the extent not paid in connection with the DIP Facility, arising under and with respect to the Assumed Plans and Agreements and the Purchased Entities’ Plans, if any (including, for the avoidance of doubt, with respect to any Purchased Entity Employee), and the Sellers have advised that, to their Knowledge, any such Liabilities that are due and payable are expected to total $0.00 on the Closing Date assuming the Closing occurs on August 15, 2023 (for avoidance of doubt, not including Liabilities expressly covered by the other specific clauses in this Section 2.02); (c) other than in respect of PTO Liabilities, all Liabilities associated with Transferred Employees arising and accruing on or after (i) the Closing Date or (ii) in the case of Business Employees who become Transferred Employees after the Closing Date, the date such Business Employees become Transferred Employees; (d) payment of all Accounts Payable, accrued expenses and other current liabilities Liabilities arising out of of, relating to, or relating with respect to any notice pay or benefits and claims under the Product, the Acquired Assets or the Business WARN Act with respect to any Transferred Employee arising on or after following the Closing Date; (iie) payment of Post-Closing COBRA Liabilities; (f) all Liabilities related to the claims incurred as of the Closing Date but not reported in respect of any lawsuits, claims, actions S▇▇▇▇▇’s self-insured medical plan (“I▇▇▇ ▇▇▇▇▇▇”); (g) all Liabilities of each Seller relating to or proceedings arising out of or the Purchased Contracts solely in respect of periods following the Closing and not to the extent relating to or arising out of any breach or default thereof or other activities on or prior to the manufactureClosing and excluding any Excluded Liabilities; (h) all Liabilities outstanding as of and after the Closing with respect to (i) returns of goods or merchandise sold by any Seller, productionin compliance with the return policy in effect as of such sale, marketing(ii) gift cards and certificates, commercialization, distribution or sale validly issued by Sellers and outstanding as of the Product Closing, (iii) customer prepayments to the extent related to a Purchased Asset, and (iv) customer loyalty obligations or programs; (i) any and all Liabilities for Transfer Taxes for which Buyer is liable pursuant to Section 7.06(a); (j) certain accounts payables related to the ownershipPurchased Assets and specified by Buyer in its sole and absolute discretion, sale, lease or use of any as set forth on Section 2.02(j) of the Acquired Assets prior toDisclosure Schedules; (k) Cure Costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Purchased Contracts; (l) during the Designation Rights Period, on all administrative expenses arising under Designated Contracts until such time as they become an Excluded Asset or a Purchased Contract and any incremental costs or expenses (i) that arise out of the Sellers’ extension and continuation of the Chapter 11 Cases that is directly attributable to the Buyer’s extension of the Designation Rights Period and (ii) are incurred as a result of the Sellers’ performance of their obligations under this Agreement; (m) subject to the Accrued Liabilities Cap, payment of Liabilities, to the extent not paid in connection with the DIP Facility, for payroll incurred in the Ordinary Course of Business arising after the Petition Date through the Closing Date (including, for the avoidance of doubt, the employer portion of Taxes payable in respect thereof, and excluding any Liabilities related to equity or equity-based incentive awards, cash bonuses, accrued paid time off, or any similar obligations arising under any Service Provider Agreement or Seller Plan) and remaining unpaid as of the Closing Date (“Post-Petition Wages”); (n) subject to the Accrued Liabilities Cap, payment of Liabilities for Specified Sales Taxes remaining unpaid as of the Closing Date; (iiio) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating subject to the Product) whether Accrued Liabilities Cap, payment of Liabilities of the Company’s iMedia Digital Services business unit incurred in the Ordinary Course of Business arising prior to, on or after the Petition Date through the Closing Date and remaining unpaid as of the Closing Date; (ivp) all subject to the Accrued Liabilities for Taxes arising out of or relating Cap, with respect to or in respect each Distribution Contract that (i) as of the Product date hereof, is a Purchased Contract or Designated Contract and (ii) after the date hereof but prior to Closing, becomes an Excluded Contract due to Buyer’s actions, payment of Liabilities arising under any Acquired Asset for any Post-Closing Tax Periodsuch Distribution Contracts, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to periods from and after the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after Petition Date through the Closing Date; (viiq) all Liabilities under or otherwise subject to the extent Accrued Liabilities Cap, payment of Liabilities for general and administrative expenses incurred in the Ordinary Course of Business arising out after the Petition Date through the Closing Date and remaining unpaid as of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viiir) all any other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating Liability expressly to be assumed by Buyer pursuant to the conduct Sale Order. Notwithstanding anything to the contrary in this Agreement, (1) the sum of the Businessaggregate maximum amounts of Buyer’s payment obligations in respect of Assumed Liabilities in the foregoing Section 2.02(m), Section 2.02(n), Section 2.02(o), Section 2.02(p), and Section 2.02(q) (together, the Product “Capped Assumed Liabilities”) shall not exceed $8,000,000 (eight million United States Dollars) (the “Accrued Liabilities Cap”), (2) Buyer’s sole obligation in respect of the Capped Assumed Liabilities shall be payment thereof up to the Accrued Liabilities Cap, and (3) Buyer shall have no other obligation or Acquired Assets or liability in respect of the ownershipCapped Assumed Liabilities. Notwithstanding anything to the contrary in this Agreement, sale or lease of at any time (but in any event no later than 11:59 p.m. New York Time on the date that is two (2) Business Days prior to the deadline to the Closing) Buyer may, in its sole discretion and by written notice to the Company, designate any of the Acquired AssetsExcluded Liabilities as additional Assumed Liabilities, whether arising prior towhich notice shall set forth in reasonable detail the Excluded Liabilities so designated; provided, on or after that Buyer acknowledges and agrees that there shall be no reduction in the Closing Date, including all Liabilities arising under Cash Balance portion of the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume Price if it elects to designate any Excluded LiabilityLiabilities as additional Assumed Liabilities; provided, each of which further, that B▇▇▇▇ acknowledges and agrees that Sellers’ self-insured medical plan shall be retained listed as an Assumed Plan and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Agreement.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Buyer shall assume and from and after the Closing the Company shall agree to pay, perform and otherwise discharge when due, without recourse to Seller or its Affiliates, all of the following liabilitiesLiabilities of Seller and its Affiliates, obligations and commitments successors, assigns or Representatives, which relate, directly or indirectly, to the Purchased Assets, the Jointly Owned Stations or the Sites (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (collectively, the “Assumed Liabilities”);, including the following such Liabilities: (a) All Liabilities of Seller under the Seller’s Agreements, including the Jointly Owned Stations Operating Agreements in accordance with the respective terms thereof, including (i) all Accounts Payablethe contracts, accrued expenses agreements, arrangements, licenses and other current liabilities arising out leases of any nature entered into by Seller with respect to the Purchased Assets, the Jointly Owned Stations or the Sites on or after the date hereof consistent with the terms of this Agreement and (ii) those contracts, agreements, arrangements, licenses and leases entered into by any party to the Jointly Owned Stations Operating Agreements, for and on behalf of Seller, with or without Seller’s Knowledge, and by or to which Seller or the Purchased Assets are bound or subject as of the date hereof, or by or to which Seller or the Purchased Assets become bound or subject after the date hereof, in each case, relating to the Productownership, lease, maintenance or operation of the Acquired Assets Purchased Assets, except, in each case, to the extent such Liabilities, but for a breach or the Business arising on default by Seller, would have been paid, performed or after otherwise discharged prior to the Closing Date; (iib) all All Liabilities of Seller which relate to the Purchased Assets, the Jointly Owned Stations and the Sites in respect of Taxes for which Buyer is liable pursuant to Section 3.5 or 6.5; (c) All Liabilities relating to or resulting from the following: (i) any lawsuits, claims, actions or proceedings arising out violation of or relating to the manufacturealleged violation, productionor non-compliance with, marketing, commercialization, distribution Environmental Laws or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets Environmental Permits whether prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability , with respect to the ownership, lease, maintenance, construction, modification or similar claimsoperation of the Purchased Assets, the Jointly Owned Stations or the Sites, including all suits, actions or proceedings relating to the cost of correcting any such Liabilitiesviolations or non-compliance, but excluding any fines or penalties arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale maintenance, lease, construction, modification or lease of any operation of the Acquired Purchased Assets, whether arising Jointly Owned Stations or the Sites prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viiiii) all other Liabilities of Parent of whatever kind and natureEnvironmental Conditions or exposure to Hazardous Substances at, primary on, in, under or secondaryadjacent to, direct or indirect, absolute migrating or contingent, known discharged to or unknown, whether or not accrued, arising out of or relating to the conduct of the Businessfrom, the Product or Acquired Assets Purchased Assets, the Jointly Owned Stations or the ownership, sale or lease of any of the Acquired Assets, whether arising Sites prior to, on or after the Closing Date, including all Liabilities loss of life, injury to persons or property (including from exposure to asbestos-containing materials) and damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date) and Remediation of Environmental Conditions (whether or not such Remediation commenced before or after the Closing Date); and (iii) Remediation, loss of life, injury to persons or property and damage to natural resources arising under from the BMS Purchase Agreement and storage, transportation, treatment, disposal, discharge recycling or Release, at any claimOff-Site Location, actionor arising from the arrangement for such activities, suiton or after the Closing Date, arbitrationof Hazardous Substances generated in connection with the ownership, inquirylease, proceeding maintenance, construction, modification or investigation by operation of the Purchased Assets, the Jointly Owned Stations or before any Governmental Entity.the Sites; and (bd) Notwithstanding All Taxes that may be imposed by any other provision federal, state or local government on the ownership, lease, maintenance, operations, use or sale of this Agreementthe Purchased Assets, the Company shall not assume Jointly Owned Stations or the Sites for tax periods commencing on or after the Closing Date, except for any Excluded Liability, each of which shall be retained and paid, performed and discharged when due Income Taxes attributable to income received by Parent. The term “Excluded Liability” means:Seller.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions set forth herein, and in consideration of this Agreementthe Merger Consideration, immediately before and at the Company shall assume, effective as of 12:00:01 a.m. on the Closing Effective Date, CCD shall, except for the Excluded Liabilities, assume and from be or become liable for the payment and/or performance of, and after Buyer shall cause the Closing the Company shall pay, perform Surviving Corporation to pay and discharge directly when due, all of the following liabilitiesContracts, obligations and commitments liabilities (“collectively, the "CCD Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); "): (i) all Accounts Payableof the obligations of Seller and CCD outstanding as of the Closing Date to fill customer orders with respect to the Business; (ii) all commitments of Seller and CCD outstanding as of the Closing Date for the purchase of raw materials, accrued expenses supplies and other current services with respect to the Business (A) as set forth on Schedule 1.04(a)(ii) but only to the extent that such commitments do not include any Past Due Amounts and (B) any such commitments outstanding as of the Closing Date that are not set forth on such schedule and of which Buyer has Knowledge as of the Effective Time (each an "Unlisted Commitment") to the extent that such Unlisted Commitment does not exceed $10,000 and does not include any Past Due Amounts and provided that the aggregate of all such Unlisted Commitments shall not exceed $200,000; (iii) all of the obligations and liabilities of Seller and CCD arising out of shipments made pursuant to customer routing guides, the terms and conditions of all customer purchase orders and the agreements, contracts and commitments set forth on Schedule 1.01(e)(ii); (iv) all obligations arising on or relating after the Closing Date under Contracts, including the Cal▇▇▇ ▇▇e▇▇ ▇▇cense, but only to the Productextent that such obligations do not include any Past Due Amounts, liabilities under any Personal Property leases not listed on Schedule 1.01(e)(ii) or liabilities arising from Contracts of which Buyer does not have Knowledge as of the Acquired Assets Effective Time; (v) all obligations arising on or after the Closing Date under Leases; (vi) all commissions payable to non-employee salespersons of Seller and CCD in respect of orders booked by Seller for the Business but not shipped prior to the Closing Date; (vii) all obligations of Seller under the deferred compensation agreements with Phi▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇entified on Schedule 1.04(a)(vii); (viii) all trade accounts payable of Seller and CCD arising from the conduct of the Business in the ordinary course but only to the extent such payables do not include any Past Due Amounts other than any Past Due Amounts that came due at anytime after July 20, 2001; (ix) all other liabilities of Seller and CCD arising from the conduct of the Business in the ordinary course and identified on Schedule 1.04(a)(ix) but only to the extent such liabilities do not include any Past Due Amounts; (x) all liabilities and obligations pertaining to the operation and ownership of the Business arising on or after the Closing Date; ; and (iixi) all Liabilities in customer charge-backs, customer credits and customer adjustments arising with respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufactureBusiness. Notwithstanding the foregoing, productionany other provision hereof, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for Schedule or Exhibit hereto, or any Post-Closing Tax Perioddisclosure to Buyer, other than the Assumed Liabilities shall not, in any circumstance, include any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityLiability. (b) Notwithstanding any other provision At the Closing, (i) the Surviving Corporation shall assume and agree to pay and perform on a timely basis all of this Agreementthe Assumed Liabilities, if any, for which it is not then liable by executing and delivering to Seller an assumption agreement in a form reasonably satisfactory to Seller and (ii) Seller shall assume and agree to pay and perform on a timely basis all of the Company shall Excluded Liabilities, if any, for which it is not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:then liable.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of this Agreementherein expressed, at the Company Closing, Purchaser and its designees, in such allocations as determined by Purchaser, shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall pay, agree to perform and discharge when due, all of only the following liabilities, specifically enumerated obligations and commitments liabilities of Seller (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (collectively, the “Assumed Liabilities”); ): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out trade payables of or relating to Seller in the Product, the Acquired Assets or the Business arising amounts set forth on or after the Closing Date; (ii) all Liabilities in respect of any lawsuitsBalance Sheet, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities but only to the extent arising out such amounts have been incurred in the ordinary course of or relating to business while conducting the conduct Business, consistent with the past operations of the Business or Business, and were included by the Acquired Assets or the ownership, sale or lease parties in their final calculation of any Net Working Capital (as hereinafter defined) as of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viiib) all other Liabilities the following accrued expenses of Parent of whatever kind and natureSeller in the amounts set forth on the Closing Balance Sheet, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating but only to the conduct extent such amounts have been incurred in the ordinary course of business while conducting the Business, consistent with the past operations of the Business, and were included by the Product or Acquired Assets or the ownership, sale or lease parties in their final calculation of any Net Working Capital as of the Acquired Closing Date: (i) accrued rent, royalties and similar payment obligations under the contracts and agreements included in the Target Assets; (ii) accrued utility charges; and (iii) accrued vacation pay (but only to the extent that an employee has elected in writing to roll-over such vacation days to Purchaser) and sick days through Closing Date (collectively, whether “Vacation and Sick Day Liability”); (c) the liabilities and obligations of Seller for payment or performance arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement contracts and any claimagreements included in the Target Assets, actionbut only to the extent such liabilities and obligations did not arise out of a breach of such contracts and agreements and only if such contracts and agreements are listed on Schedule 1.2; and (d) liabilities and obligations under that certain lease of the real property commonly known as ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, suit▇▇▇▇▇ ▇, arbitration▇▇▇▇▇▇ ▇▇▇▇▇▇▇, inquiry▇▇ arising after Closing, proceeding or investigation provided such liabilities and obligations did not arise out of a breach of such lease by or before any Governmental EntitySeller. An illustration of the liabilities of Seller as of October 31, 2011 which would have been Assumed Liabilities under this Section 2.1 if the Closing had occurred on that date is set forth on Schedule 2.1. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at the Company Closing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall agree to pay, discharge or perform and discharge when due, all of due only the following liabilitiesLiabilities of Sellers (collectively, obligations and commitments (the “Assumed Liabilities”) and no other Liabilities of Parent Sellers (which or any of their Affiliates): (i) the parties hereto acknowledge current liabilities of S2 outstanding as of the Closing and agree shall include all BMS Assumed Liabilities but shall not include owed to customers, dealers and distributors of the Business in respect of deposits, advance payments, prepayments or overpayments made by them to S2, in any Excluded Liabilities) case, to the extent relating to the Business and incurred in the ordinary course of business prior to the Closing (the “Assumed Deposit Liabilities”); (iii) all Accounts Payable, accrued expenses and other current the dealer incentive liabilities arising out of or relating to S2 under the Product, the Acquired Assets or published sales incentive programs of the Business arising on or after described in Schedule 2.1(c)(ii) that are owed to any dealer of the Closing Date; (ii) all Liabilities Business in respect of any lawsuitsthe Business and are earned from and after July 29, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date2018; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating S2 related to the Product) whether arising prior to, on or after Business Employees to the Closing Dateextent such Liabilities are expressly assumed by Purchaser pursuant to the Transition Services Agreement; (iv) (A) all Liabilities for Taxes of S2 owed to customers of the Business or owners of Business Products pursuant to warranty obligations under and in accordance with the forms of warranties set forth on Schedule 4.19(d) of the Disclosure Schedules with respect to any Business Products developed, manufactured, sold, licensed, leased, rendered, provided or delivered by S2 in the ordinary course of business prior to the Closing and (B) all Liabilities of S2 arising out of any defect in any Business Product developed, manufactured, sold, licensed, leased, rendered, provided or relating delivered by Sellers in the ordinary course of business prior to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;Closing; and (v) all Liabilities of S2 arising after the Closing under and pursuant to the Assigned Contracts (but, for transferclarity, documentarynot any other Contracts of Sellers), salesbut excluding all such Liabilities relating to any pre-Closing breach, useviolation or default by any Seller. For clarity, registrationbut without limiting Section 9.3, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any the assumption by Purchaser of the Other Transaction Documents Assumed Liabilities shall not prohibit Purchaser from contesting with any third party the amount, validity or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease enforceability of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityAssumed Liabilities. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. Subject to the terms and conditions of this ------------------- Agreement, as of March 1, 1997, the Seller is assigning to the Buyer, and the Buyer is assuming and agreeing to pay and perform when due, the following liabilities and obligations of the Ultrasound Business, as same are constituted on March 1, 1997 (collectively, the "Assumed Liabilities"): (a) Upon All payroll and related federal and state withholding taxes for employees of the terms and subject Ultrasound Business for the Seller's current payroll remittance period (appropriately prorated) as of March 1, 1997 (to the conditions of this Agreement, extent not theretofore remitted by the Company shall assume, effective as of 12:00:01 a.m. on Seller to the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”applicable taxing authority); (ib) all Accounts PayableAll accrued vacation pay (paid time off), accrued expenses wellness pay, sick days and other current such items relating to employees of the Ultrasound Business accrued and outstanding as of March 1, 1997; (c) All liabilities arising out of the Seller from and after March 1, 1997 under outstanding vehicle and equipment leases or financing agreements relating to the Product, the Acquired Assets or the Business arising on or after the Closing DateFixed Assets; (iid) all Liabilities in respect All liabilities of any lawsuitsthe Seller from and after March 1, claims, actions or proceedings arising out of or relating 1997 under the Assumed Property Leases as and to the manufactureextent set forth on Schedule 4.10; ------------- (e) All other executory contracts, productionservice contracts, marketingorders and commitments which in any case are for the purchase of inventory and/or supplies for the Ultrasound Business, commercializationor the rendition of services in the Ultrasound Business, distribution or sale which have been entered into by the Seller in the normal course of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing DateUltrasound Business; (iiif) all Liabilities for warranty claims All accounts payable and product liability or similar claimsother liabilities of the Ultrasound Business incurred in the normal course of the Ultrasound Business from and after March 1, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date;1997; and (ivg) all Liabilities for Taxes arising out of or relating to or Sales taxes (if any) payable in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions transfer of the Assets to Tax) incurred in connection with the Buyer pursuant to this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assumeBuyer agrees, effective as of 12:00:01 a.m. on the Closing DateClosing, and from and after the Closing the Company shall to assume, pay, discharge and perform as and discharge when due, all of the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)): (a) all debts, obligations, contracts and liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Purchased Assets or the conduct of the Business from and after the Closing, including any such debts, obligations, contracts and liabilities arising as a result of the consummation of the transactions contemplated by this Agreement; (b) all liabilities and obligations of Seller or any of its Subsidiaries under the Assigned Contracts to the extent required to be paid or performed after Closing; (c) all liabilities with respect to, or relating to, any Delayed Transfer Contract to the extent such liabilities are assumed by Buyer or Buyer receives the benefit of such Delayed Transfer Contract pursuant to Section 2.05; (d) all Assumed Environmental Liabilities; (e) all liabilities and obligations of the Seller or its Subsidiaries under open purchase orders or other accounts payable that were entered into or incurred by Seller or its Subsidiaries in the operation of the Business prior to Closing and which provide for the delivery of goods or services on or following Closing; (f) all liabilities and obligations relating to or arising out of the matters identified on Section 2.03(f) of the Seller Disclosure Schedule, regardless of whether such matter existed prior to the Closing; (g) all delivery obligations in respect of products produced at the Facilities with respect to which title has not passed to a customer prior to Closing; (h) all liabilities for Taxes allocated to Buyer under Article 8; and (i) all Accounts Payable, accrued expenses liabilities and other current liabilities arising out of or relating obligations expressly allocated to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities Buyer under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityArticle 9. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company Buyer shall assume, effective as of 12:00:01 a.m. on the Closing DateClosing, and from and after the Closing the Company shall pay, perform and discharge when duedue any and all Liabilities exclusively arising out of, all relating to or otherwise in respect of the following liabilitiesAssets, obligations and commitments the Business or the operation or conduct of the Business as of (“Liabilities”except to the extent limited by any of the specific items described in clauses (i) of Parent through (which iv) below) or after the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include Effective Time (subject to any Excluded Liabilitiesearlier date expressly set forth below) (collectively, the “Assumed Liabilities”);, excluding any Excluded Liabilities, but otherwise including: (i) all Accounts Payable, accrued expenses Liabilities of Seller or any Seller Entity under the Contracts and other current liabilities arising out of or relating Purchase Orders to the Product, the Acquired Assets extent performance is required or the Business arising on a written claim is first made or asserted after the Closing DateEffective Time; (ii) (A) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to in connection with any product liability claims, intellectual property infringement or misappropriation claims and claims for personal injuries, property damage or losses that involve the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any product sold or otherwise disposed of by the Acquired Assets prior to, on Business to the extent that a written Claim is first made or asserted after the Closing Date; Effective Time, (iiiB) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added advertising and other similar Taxes and related amounts trade or consumer promotional activities (including any penaltieswithout limitation promotional activities, interest FSI drops, coupon drops, trade deductions and additions to Taxdiscounts) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of that such activities take place or relating otherwise apply to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateEffective Time, (C) all Liabilities for retailer product returns that are made more than thirty (30) days after the Effective Time, and (D) the Claims identified on Schedule 1(d)(ii) attached hereto; (viiiii) all Buyer’s Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Datefor Taxes as described in Section 8(f); and (viiiiv) all other Liabilities of Parent of whatever kind and nature, primary specifically assumed by Buyer under this Agreement. Buyer’s obligations under this Section 1(d) shall not be subject to offset or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease reduction by reason of any actual or alleged breach of the Acquired Assetsany representation, whether arising prior to, on warranty or after the Closing Date, including all Liabilities arising under the BMS Purchase covenant contained in this Agreement and or any claim, action, suit, arbitration, inquiry, proceeding agreement or investigation by document delivered in connection herewith or before any Governmental Entityright or alleged right to indemnification hereunder. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, on and with effect from the Company shall assume, effective as of 12:00:01 a.m. on the Closing Effective Date, the Buyer and from and after the Closing the Company Local Buyers shall fully pay, perform satisfy and discharge when duedischarge, all and be liable for, the Liabilities of the following liabilities, obligations Seller and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge Local Sellers listed below as and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) when they fall due (the “Assumed Liabilities”);): (i1) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities any Liability in respect of any lawsuits, claims, actions the Products and the Stock (whether or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets not such Liability arises prior to, on or after the Closing Effective Date), including the Liability in respect of the Products and the Stock which are manufactured and supplied to the Buyer under the Supply Agreement, and in this respect the Buyer shall indemnify and hold harmless the Seller and the Local Sellers and their respective officers, managers and insurers, as the case may be, against any claim or action that is made or brought by any third party on the basis of any Liability associated with the Products and the Stock; (2) any Liability (contractual, in tort or otherwise) arising from or relating to the Arc Business or any of the Arc Business Assets, in each case to the extent arising as a result of events, circumstances or facts occurring on or after the Effective Date; (iii3) all any Liability arising from the performance or non-performance of any of the French Leaseholds as from the Effective Date, other than Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to a breach or default under the Product) whether arising prior to, French Leaseholds by the Seller which has occurred on or after prior to the Closing Effective Date; (iv4) all any Liability arising from the performance or non-performance of any of the Material Contracts as from their transfer to the Buyer or any of the Local Buyers, other than Liabilities for Taxes arising out of or relating to a breach or default under the Material Contracts by the Seller or any of the Local Sellers and which has occurred on or prior to the Effective Date; (5) any Transfer Taxes arising from, or relating to, the consummation of the Transaction; (6) any Liability in respect of the Product or any Acquired Asset for any Post-Closing Tax PeriodTransferred Employees which have accrued up and until the date on which the Transferred Employees transfer, other than any Excluded Tax Liabilities; (v) all Liabilities for transferthose detailed in the Disclosed Employee Claims, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection accordance with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Dateprinciples set forth in clause 8.5; and (viii7) all other Liabilities of Parent of whatever kind and nature, primary that the Buyer has expressly assumed or secondary, direct agreed to assume or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising perform under the BMS Purchase this Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitythe Ancillary Agreements. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this AgreementAgreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall assumeagrees to assign to the Purchaser and the Purchaser agrees to assume from the Company, effective as without duplication, the following (collectively, the "Assumed Liabilities"): (i) each of 12:00:01 a.m. on the Contracts (other than Retained Contracts, but including the Health Contract, including without limitation, with respect to Sidn▇▇ ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇t-retirement medical benefits (but only in respect of liabilities and obligations after the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)); (iii) all Accounts Payabletrade and other accounts payable of the Company, and all ordinary course operating expenses, accrued expenses and other current liabilities of the Company, including the payable due to P.S. Moon, in any case, that are not Excluded Liabilities described in clauses (i) through (iv) of Section 1.01(d); (iii) all liabilities or obligations owing by the Company for (a) accrued and unpaid salaries reflected on the Company's books and records, (b) accrued management bonuses to the extent set forth on Schedule 1.01(c)(iii) hereof (the "Management Bonuses"), (c) accrued vacation pay in the ordinary course of business consistent with past practices, and (d) reimbursement obligations for travel and entertainment expenses incurred in the ordinary course of business consistent with past practices; (iv) severance obligations, if any, of the Company to employees without written employment or severance contracts arising out of or relating the termination of such employees' employment with the Company pursuant to Section 7.08; (v) all obligations in respect of Products sold prior to the Product, Closing Date and returnable in the Acquired Assets or the Business arising on or ordinary course of business after the Closing Date; (iivi) all Liabilities Non Income Taxes payable by the Company in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after periods ending before the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such which are not Excluded Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date;; and (vii) all Liabilities under or otherwise to the extent one half of any liability arising out of or relating to the Transferred Permits, whether arising prior to, matter indicated with an asterisk on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySchedule 3.26 hereto. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms and subject to the conditions set forth in this Agreement and the Approval and Vesting Order, and subject to entry of the AVO Recognition and Section 363 Order and the exclusions set forth in Section 2.6 (and in the event of any conflict between the exclusions set forth in Section 2.6 and the provisions of this AgreementSection 2.5, the Company exclusions set forth in Section 2.6 shall assumeprevail), effective as partial consideration for the Transferred Assets, Buyer (or an Affiliate of 12:00:01 a.m. Buyer designated in accordance with Section 10.2) shall, on the Closing Date, and from and after the Closing Closing, assume and thereafter timely pay and perform only the Company shall pay, perform and discharge when due, all following Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Sellers (the “Assumed Liabilities”);Liabilities”):‌ (a) all Liabilities arising under the Assumed Contracts to the extent that any such Liabilities under such Assumed Contracts: (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising arise from periods occurring on or after the Closing Dateand relating to (and only to the extent related to) facts, circumstances or events first arising, on or after the Closing; (ii) do not arise from a breach, violation or default of such Assumed Contract by any Seller prior to the Closing, or in connection with, any event, circumstance or condition occurring or existing at or prior to the Closing that, with or without notice or lapse of time, would constitute or result in a breach, violation or default under applicable Law or any such Assumed Contracts; and (iii) are not required to be performed prior to the Closing; (iib) the Cure Amounts; (c) all Debt set forth on Section 2.5(c) of the Sellers’ Disclosure Schedule (the “Assumed Debt Obligations”);‌ (d) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to Buyer’s or the manufacture, production, marketing, commercialization, distribution Canadian Buyer’s ownership or sale operation of the Product Business (including all Liabilities with respect to the Purchased Assets and the Transferred Intellectual Property), as the case may be, to the extent (i) arising from periods occurring on or after the ownershipClosing and relating to (and only to the extent related to) facts, sale, lease circumstances or use of any of the Acquired Assets prior toevents first arising, on or after the Closing Dateor as otherwise imposed under applicable Law; and (ii) not arising from a breach, violation or default by any Seller prior to the Closing, or in connection with, any event, circumstance or condition occurring or existing at or prior to the Closing that, with or without notice or lapse of time, would constitute or result in a breach, violation or default under applicable Law or any such Assumed Contracts; (iiie) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising obligations of Buyer as expressly set out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateSection 6.7; and (viiif) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating Accrued Wages with respect to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Hired Employees.‌

Assumed Liabilities. (a) Upon At the Closing, subject to and upon the terms and subject to the conditions of contained in this Agreement, (i) the Company and RWD UK, respectively, shall assign, transfer, convey and deliver to GP US and GP UK, respectively, (ii) RWD Canada shall assign, transfer, convey and deliver to GP US, and (iii) GP US and GP UK, respectively, shall assume, effective acquire and accept from the Company, RWD UK and RWD Canada, as of 12:00:01 a.m. on the Closing Dateapplicable, and from and after the Closing the Company shall pay, perform and discharge when due, all of the following liabilities(collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”): (i) any obligations of the Company, RWD UK and RWD Canada, respectively, to furnish goods and services or other non-Cash benefits to be performed after the Closing under the Assumed Contracts (but not including any Liabilities of one or more of the Company, RWD UK and RWD Canada, respectively, or their Affiliates in respect of any period prior to Closing or in respect of goods sold or services provided or to have been provided prior to the Closing); (iii) all Accounts Payable, accrued expenses any obligations of the Company and RWD UK to pay for goods and services and other current liabilities non-Cash benefits that another party will furnish after the Closing (but not including any Liabilities of one or more of the Company and RWD UK, respectively, or their Affiliates in respect of any period prior to Closing or in respect of goods purchased or services provided or to have been provided prior to the Closing) under (x) the Assumed Contracts, or (y) any other contract for service to the extent that the goods or services are related to the Business or used by Transferred Employees and such Liabilities do not exceed One Hundred Thousand Dollars ($100,000) in the aggregate (for the avoidance of doubt, any Liabilities pursuant to this Section 2.03(a)(ii)(x) in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, together with other Liabilities pursuant to this Section 2.03(a)(ii)(x), shall be Excluded Liabilities); (iii) any Liabilities arising out of or relating to furnishing goods and providing services or other non-Cash benefits after the Closing under the Assumed Contracts (but not including any Liabilities of one or more of the Company, RWD UK and RWD Canada, respectively, or their Affiliates in respect of any period prior to Closing or in respect of goods sold or services provided or to have been provided prior to the Closing); (iv) any Liabilities arising out of or relating to the Product, operation of the Business or the ownership of the Acquired Assets or to the Business arising on or extent the facts giving rise to such Liability occur after the Closing Dateand, subject to Section 9.04 hereof, any Liabilities arising from the application of the TUPE Regulations to the transactions contemplated by this Agreement; (iiv) all any Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale Buyers’ termination of the Product or the ownership, sale, lease or use employment of any of Transferred Personnel to the Acquired Assets prior to, on or extent (i) the facts giving rise to such Liability occur after the Closing Date; and (iiiii) all such Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out are not of or relating to a type covered by the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Special Escrow Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental any Liabilities of the Business to the extent arising out specifically included in the calculation of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date;Final Working Capital under Article 3; and (vii) all any payroll Liabilities under or otherwise relating to Transferred Employees , including, without limitation, commissions owed to employees and consultants and Liabilities for unused, accrued paid time off balances for Transferred Employees to the extent arising out of or relating to the Transferred Permits, whether arising prior to, accrued on or after the Closing Date; and Balance Sheet (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of but excluding any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitycompensatory time off). (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the Closing Date, the Buyer shall deliver to the Seller the Instrument of Assumption pursuant to which the Buyer shall assume and agree to discharge to the maximum extent permitted by law, all of the liabilities and obligations of the Seller and the Seller Subsidiaries, direct or indirect, known or unknown, absolute or contingent, which relate to the Purchased Assets, other than Excluded Liabilities, in accordance with the respective terms and subject to the respective conditions thereof, including, without limitation, the following liabilities and obligations: (1) all liabilities and obligations of the Seller and the Seller Subsidiaries to be paid or performed after the Closing Date arising under (i) the Seller Agreements, the Environmental Permits, the Permits, the Leases, contracts and any other agreements or leases in each case assigned to the Buyer pursuant to this Agreement in accordance with the terms thereof, and (ii) the leases, contracts and other agreements entered into by the Seller with respect to the Purchased Assets after the date hereof consistent with the terms of this AgreementAgreement (including in the case of (i) and (ii), without limitation, agreements with respect to liabilities for real or personal property taxes or other Taxes on any of the Company shall assumePurchased Assets); except, effective in each case, to the extent such liabilities and obligations, but for a breach or default by the Seller or any Seller Subsidiary, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default; (2) all liabilities and obligations associated with the Purchased Assets in respect of Taxes for which the Buyer is liable pursuant to Section 7.8 hereof; (3) any liabilities and obligations for which the Buyer has indemnified the Seller pursuant to Section 9.1 hereof; (4) all liabilities to employees for which the Buyer is liable pursuant to Section 7.10 hereof, including the Collective Bargaining Agreements and the Management Transition Plan; (5) any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of 12:00:01 a.m. on or in connection with (i) any violation or alleged violation of Environmental Law, prior to the Closing Date, and from and after with respect to the ownership or operation of the Purchased Assets, including, without limitation, any fines or penalties that arise in connection with the ownership or operation of the Purchased Assets prior to the Closing the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets Date or the Business arising on costs associated with correcting any such violations; (ii) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date; ), caused (iior allegedly caused) all Liabilities in respect by the presence or Release of any lawsuitsHazardous Substances at, claimson, actions in, under, adjacent to, discharged from, emitted from or proceedings arising out of or relating migrating from the Purchased Assets prior to the manufactureClosing Date, productionincluding, marketingwithout limitation, commercializationHazardous Substances contained in building materials at the Purchased Assets or in the soil, distribution surface water, sediments, groundwater, landfill cells, or sale of in other environmental media at or adjacent to the Product Purchased Assets; and (iii) the investigation and/or Remediation (whether or not such investigation or Remediation commenced before the ownership, sale, lease Closing Date or use of any of the Acquired Assets prior to, on or commences after the Closing Date) of Hazardous Substances that are present or have been Released prior to the Closing Date at, on, in, under, adjacent to, discharged from, emitted from or migrating from the Purchased Assets, including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets; provided, as to all of the above, that nothing set forth in this Section 2.3(e) shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4 hereof; (iii6) all Liabilities for warranty claims and product any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or similar claims, including all suits, actions obligation or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, responsibility is known or unknown, whether contingent or not accrued, arising out as a result of or relating to the conduct in connection with (i) any violation or alleged violation of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior toEnvironmental Law, on or after the Closing Date, including with respect to the ownership or operation of the Purchased Assets; (ii) compliance with applicable Environmental Laws on or after the Closing Date with respect to the ownership or operation of the Purchased Assets; (iii) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to, discharged from, emitted from or migrating from the Purchased Assets on or after the Closing Date, including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets; (iv) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets; (v) the investigation and/or Remediation of Hazardous Substances that are present or have been released on or after the Closing Date at, on, in, under, adjacent to, discharged from, emitted from or migrating from the Purchased Assets, including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or adjacent to the Purchased Assets; and (vi) the investigation and/or Remediation of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any Off-Site Location; provided, that nothing set forth in this Section 2.3(f) shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4 hereof; (a all Liabilities arising under liabilities incurred by the BMS Purchase Agreement Seller with respect to the Maintenance and any claim, action, suit, arbitration, inquiry, proceeding Capital Expenditures Amount made with respect to the Purchased Assets; (b all liabilities or investigation by or before any Governmental Entity. (b) Notwithstanding any other obligations associated with the Purchased Assets in respect of the continued operation of the ▇▇▇▇▇ Facility and the continued provision of this Agreement, information to the Company shall not assume United States Department of Energy ("DOE") pursuant to Section 7.12(b) and (c); and (c all other liabilities or obligations exclusively relating to the Purchased Assets no matter when the events or occurrences giving rise to such liabilities or obligations took place. All of the foregoing liabilities and obligations to be assumed by the Buyer hereunder (excluding any Excluded Liability, each Liabilities) are collectively referred to herein as the "Assumed Liabilities." It is understood and agreed that nothing in this Section 2.3 shall constitute a waiver or release of which shall be retained any claims arising out of the contractual relationships between the Seller and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:the Buyer.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Purchaser shall execute and from deliver in favor of Seller the Assumption Agreement, pursuant to which Purchaser shall assume and after the Closing the Company shall agree to pay, perform and discharge when due, all of due the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired AssetsSeller, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, known or unknown (except as otherwise provided in SECTION 11.1(c) of this Agreement with respect to Environmental Liabilities and Tort Liabilities), absolute or contingent, known or unknown, whether or not accrued, arising out of fixed or relating otherwise, or whether due or to become due, solely to the conduct of the Business, the Product extent such Liabilities accrue or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or arise from and after the Closing Date(except as otherwise specifically provided in SECTION 11.1(c) of this Agreement with respect to Environmental Liabilities and Tort Liabilities), including other than Excluded Liabilities (as defined below), in accordance with the respective terms and subject to the respective conditions thereof (collectively, but excluding the Excluded Liabilities, the "ASSUMED LIABILITIES"): (a) all Liabilities arising of Seller under the BMS Purchase Agreement Transferred Contracts, the Transferred Permits and the Transferred Intellectual Property, in each case in accordance with the terms thereof, except to the extent that such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any claim, action, suit, arbitration, inquiry, proceeding such breach or investigation default or out of any event which after the giving of notice would constitute a default by or before any Governmental Entity.Seller; (b) Notwithstanding any and all Liabilities associated with Continued Employees, to the extent provided in SECTION 6.5; (c) any Liability of Seller described on Schedule 2.3(c); (d) any Liability for Real Property and other provision Taxes attributable to the Purchased Assets, except to the extent of this Agreementthe proration provided for in SECTION 3.2; (e) subject to SECTION 11.1(c), any and all Environmental Liabilities, except for the Company shall not assume Excluded Environmental Liabilities; and (f) subject to SECTION 11.1(c), any and all Tort Liabilities, except for the Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Tort Liabilities.

Assumed Liabilities. (a) Upon Concurrently with the terms and subject to the conditions execution of this Agreement, the Company Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Dateassume and become responsible for, and from and after the Closing the Company shall thereafter pay, perform and discharge as and when due, due all of the following liabilitiesliabilities of Seller set forth below (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”): (a) All liabilities and obligations of the Seller reflected on the Balance Sheet (and not in the notes thereto), less payments thereon or discharges thereof prior to the Closing, to the extent that such liabilities and obligations (i) constitute trade payables incurred by the Sellers in the Ordinary Course of Business, or (ii) accrued expenses incurred by Seller in the Ordinary Course of Business, excluding, in each such case, accrued liabilities as of the Closing relating to Selling Expenses, Indebtedness of Seller, the AICCO Indebtedness, inter–company expenses, interest expenses, employee or other bonuses of any kind, worker comp payable, deferred compensation arrangements, Employee Plans and Taxes; (ib) all Accounts Payable, accrued expenses All liabilities and other current liabilities obligations of the Seller arising out of or relating subsequent to the Productdate of the Balance Sheet in the Ordinary Course of Business of the type specified in Section 3.1(a), the Acquired Assets less payments thereon or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating discharges thereof prior to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateClosing; and (viiic) all All liabilities and obligations of the Seller arising under or related to the Assumed Contracts; provided, however, that the Buyer will not assume or be responsible for any such liabilities or obligations (i) to be performed on or prior to the date of the Closing, (ii) that arise from breaches of such Assumed Contracts or defaults under such Assumed Contracts by the Seller, or (iii) consisting of reimbursements, refunds, setoffs or other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or similar payments sought from the Seller relating to any services performed by the conduct Seller prior to the date of the BusinessClosing, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained liabilities and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:obligations constitute Retained Liabilities.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Company Closing, Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall agree to pay, perform and discharge discharge, as and when due, all the following, and only the following, Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Seller (the “Assumed Liabilities”): (a) those Liabilities of Seller that constitute Current Liabilities reflected or reserved against on the face of the Final Closing Statement, but only in the amounts so reflected or reserved; (b) those Liabilities of Seller under and pursuant to the Assigned Contracts and Transferred Permits, but only to the extent such Liabilities do not arise from or relate to (i) any breach of any Assigned Contract or Transferred Permit prior to the Closing, (ii) any event, circumstance or condition existing prior to the Closing that, with or without notice or lapse of time or both, would constitute or result in a breach of any Assigned Contract or Transferred Permit or (iii) any violation of Law, tort or infringement by Seller prior to the Closing (it being understood, without limitation, that those Liabilities of Seller relating to (i) service warranties are governed by subclause (a) above, and not this subclause (b) and (ii) product warranties are governed by subclause (a) above and (c) below, and not this subclause (b)); (ic) all Accounts Payablethose Liabilities of Seller arising from product liability claims initiated against Seller by a third party after the date of this Agreement, accrued expenses and other current liabilities arising out of or relating in each case, with respect to the Product, the Acquired Assets or goods used in the Business arising that were manufactured by The Manitowoc Company, Inc. or any of its Subsidiaries (including any such goods that constitute cranes, boom trucks, and related equipment, attachments, parts and accessories) that were defective at the time The Manitowoc Company, Inc. or its Subsidiaries delivered such goods to or on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale behalf of the Product or the ownership, sale, lease or use Business (regardless of any of the Acquired Assets whether such Liabilities arise prior to, on or after the Closing Date;); provided, however, that this subclause (c) shall not include any Liabilities of Seller arising under or as a result of any Contract, warranty or other act or omission of Seller; and (iiid) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Seller to the extent arising out of or relating to the conduct or operation of the Business Business, or the Acquired Assets ownership of the Purchased Assets, by Buyer or its Affiliates following the ownershipClosing. Buyer shall pay, sale perform and discharge, as and when due, all Assumed Liabilities. Buyer’s assumption of and agreement to pay, perform and discharge, as and when due, the Assumed Liabilities shall not prohibit Buyer from contesting with any third party the amount, validity or lease enforceability of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityAssumed Liabilities. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject Subject to the conditions SECTION 2.2 of this Agreement, at the Company Closing, Purchaser shall assumeassume and shall agree to pay, effective as perform and discharge, the following specific liabilities and obligations of 12:00:01 a.m. the Business (collectively, the "ASSUMED LIABILITIES"): (a) all obligations and liabilities accrued or reserved against on the Closing Date Net Assets Statement which remain unpaid and/or open on the Closing Date; (b) all liabilities and obligations arising from commitments (in the form of accepted purchase orders, or otherwise) to sell products or services, or outstanding quotations, proposals or bids, arising from or related to the Purchased Assets or the Business as of the Closing Date; (c) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise), or outstanding quotations, proposals or bids, to purchase or acquire equipment, products, supplies or services, arising from the Purchased Assets or the Business prior to or as of the Closing Date; (d) all liabilities and obligations after the Closing Date under existing licenses, real property and equipment leases, rental contracts or other contracts to suppliers, customers, wholesalers, distributors, merchants or end users arising from or related to the Company shall payPurchased Assets or the Business as of or after the Closing Date to which Sellers or the Division is a party and which are to be assigned to Purchaser hereunder, perform and discharge when dueincluding without limitation, all of the following liabilities, obligations and commitments (“Liabilities”contracts included within SECTION 1.1(e) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)this Agreement; (ie) all Accounts Payableliabilities and obligations relating to any accrued but unpaid vacation entitlements of employees of the Division as of the Closing Date who Purchaser employs as of the Closing Date pursuant to the offer of employment to be made by Purchaser under SECTION 6.9; (f) all liabilities and obligations of the Business in respect of claims asserted after the Closing Date arising from warranties relating to the sale of products and services by the Division prior to the Closing Date; (g) any and all liabilities and obligations (including, accrued expenses without limitation, bodily injury, death and other current liabilities property damages) arising out of or relating to the Producteither (x) a product or equipment failure, the Acquired Assets or the Business arising on (y) an accident (including injurious exposure to conditions) which results in bodily injury, death, property damage or personal injury (an "OCCURRENCE") after the Closing Date; Date which relates to either (iii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product products by Purchaser or the ownership, sale, lease Sellers or use any Affiliate of any of the Acquired Assets prior to, on Purchaser or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or Sellers in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions Business made prior to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including or (ii) the conduct by Purchaser or Sellers or any Affiliate of Purchaser or Sellers of the Business prior to or after the Closing Date, including, without limitation, liability of types customarily covered by the following types of insurance coverage: (A) aviation liability; (B) automobile liability; (C) workers compensation, but only if the event giving rise to the claim occurs after the Closing Date; or (D) general liability; (h) all Liabilities sales, transfer and similar Taxes resulting from the conveyance of the Purchased Assets hereunder; (i) any and all liabilities or obligations arising under the BMS Purchase Agreement and any claimlease of the facility at Irvine, actionCalifornia, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.formerly used in connection with the Business; (bj) Notwithstanding any and all liabilities or obligations relating to ASI's obligation to provide continuing health care coverage (COBRA) under Sections 601 through 608 of ERISA or any state or local laws, but only with respect to employees of the Business that Purchaser employs pursuant to the offer of employment to be made by Purchaser under Section 6.9; and (k) any liability of Sellers for the payment of a severance claim under the Aviall Services, Inc. Severance Pay Plan, dated September 5, 1996 (the "Aerospace Severance Plan"), to a Transferred Employee covered by the Aerospace Severance Plan who has not executed a waiver in the form of EXHIBIT D attached hereto (the "WAIVER"). Purchaser's liability under this SECTION 2.1(k) shall be limited to liability under the Aerospace Severance Plan and Purchaser shall not assume and shall have no liability to Sellers with respect to severance liability under any other severance plan or other arrangement or under any statutory obligations of Sellers. Without limiting the generality of the foregoing, and notwithstanding any other provision contained herein to the contrary, Purchaser shall assume and shall agree to pay, perform and discharge all of this Agreementthe liabilities and obligations which relate to the Purchased Assets, the Company shall not assume Business or the Division or any Excluded Liabilityof its operations as conducted after the Closing Date, including product, general tort or environmental liability, or arise out of the conduct of the Business by Purchaser after the Closing Date, except for, in each of which shall be retained case, the Retained Liabilities and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Sellers' obligations under SECTION 8 hereof.

Assumed Liabilities. (a) Upon Although not a “successor” to the Seller, upon the terms and subject to the conditions of contained in this Agreement, the Company Purchaser shall assumeassume and be liable and responsible for paying, effective as of 12:00:01 a.m. on the Closing Dateperforming, discharging and from satisfying when due (and after the Closing the Company Purchaser shall pay, perform perform, discharge and discharge satisfy when due, all of ) the following liabilitiesspecifically identified liabilities and obligations (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)): (a) all liabilities or obligations incurred or arising after the Closing, in connection with or from the use of the Purchased Assets or operation of the Business by Purchaser; (ib) all Accounts Payable, accrued expenses and other current liabilities or obligations incurred or arising out of or relating to the Product, the Acquired Assets or the Business arising on or from any actions taken by Purchaser after the Closing Datewith respect to Hired Employees or the operation of the Business conducted at the Facilities or elsewhere; (iic) all Liabilities liabilities or obligations of Seller or the Mexican Entities under or pursuant to Open Customer Orders (including those identified in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale Section 2.3(c) of the Product Disclosure Schedule), including any customer or the ownershipother deposits relating thereto, saleor Open Supplier Orders (in each case, lease whether such liabilities or use of any of the Acquired Assets obligations arise, accrue or are incurred prior to, on or after the Closing DateClosing); (iiid) except for the Chrysler Payables, all working capital amounts payable by Seller outstanding as of Closing, but only to the extent (A) specifically identified in Section 2.3(d) of the Disclosure Schedule or (B) incurred in the ordinary course of business, including amounts payable that have been incurred in the ordinary course of business related to any Purchased Assets or any assets that will be delivered after Closing pursuant to Open Supplier Orders (including payables arising from goods or services provided to the Seller in the ordinary course of business); (e) all Liabilities for warranty claims and product liability liabilities or similar claimsobligations relating to, including all suits, actions or proceedings relating to any such Liabilities, arising out in respect of or relating to arising under the Product) Acquired Contracts, the Acquired Personal Property Leases, the Permits and Licenses, the Collective Bargaining Agreement or the Assumed Union Benefit Plans (in each case, whether arising such liabilities or obligations arise, accrue or are incurred prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”Closing); (vif) all Environmental Liabilities to the extent liabilities or obligations relating to, in respect of or arising out of under warranties for or relating to the conduct of any products or services sold or provided by Seller or the Business or during the Acquired Assets or five (5) year period ending on the ownership, sale or lease of any of the Acquired AssetsClosing Date (in each case, whether arising such liabilities or obligations arise, accrue or are incurred prior to, on or after the Closing DateClosing); (viig) all Liabilities liabilities or obligations under the WARN Act, similar state or federal statutes or otherwise to as a result of the extent arising out termination of (i) any of the Hired Employees by Purchaser or (ii) any employees of Seller in accordance with this Agreement or the Transition Services Agreement; (h) all liabilities or obligations for (i) Taxes relating to the Transferred PermitsBusiness, the Purchased Assets or the Assumed Liabilities for any taxable period starting after the Closing Date (or, in the case of a taxable period that begins before and ends after the Closing Date, the portion of such taxable period that begins after the Closing Date) and (ii) Taxes for which Purchaser is liable pursuant to this Agreement (including all accrued non-income Taxes) or any of the Related Agreements; (a) except for the Chrysler Payables, all liabilities or obligations under or associated with the Chrysler Scrap Resale Program (whether arising such liabilities or obligations arise, accrue or are incurred prior to, on or after the Closing DateClosing); (b) the ▇▇▇▇▇▇ Assumed Liabilities; and (viiic) all other Liabilities liabilities or obligations (i) expressly and specifically identified in Section 2.3(k) of Parent of whatever kind and nature, primary the Disclosure Schedule or secondary, direct (ii) specifically assumed by Purchaser under or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating pursuant to the conduct terms of the Businessthis Agreement (including Section 5.2), the Product Related Agreements or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after documents and agreements executed in connection with the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityClosing. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at the Company Closing the Buyer shall assumeexecute an Assumption Agreement whereby the Buyer shall, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall agree thereafter to pay, perform and discharge when duedischarge, and to indemnify UTAS, UTAS de Mexico and UTA its directors, officers and employees against and hold each of them harmless from the following liabilities and obligations (the "Assumed Liabilities"): (a) all of UTAS's and UTAS de Mexico's liabilities and obligations, whether absolute, accrued, contingent or otherwise remaining unpaid or unperformed on the following liabilitiesClosing Date under contracts, obligations leases, commitments and commitments (“Liabilities”) of Parent (other agreements which relate solely or predominantly to the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (Steering Wheels N.A. Business or are included in the “Assumed Liabilities”)Transferred Assets; (ib) all Accounts Payable, accrued expenses UTAS's and other current liabilities arising out UTAS de Mexico's obligations to complete sales of or relating and purchase orders for products of the Steering Wheels N.A. Business to the Productextent unfilled on the Closing Date and included in the Transferred Assets; (c) any other liabilities or obligations of UTAS and UTAS de Mexico whether absolute, accrued, contingent or otherwise, known or unknown with respect to the Steering Wheels N.A. Business, the Acquired Transferred Assets or the products of the Steering Wheels N.A. Business arising on or after subsequent to the Closing Date; (ii) all , except for the Retained Liabilities set forth in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateSection 4.2; and (viiid) all other Liabilities liabilities and obligations arising as a result of, or in connection with, the employment by Buyer of Parent of whatever kind and naturethe Transferred Employees (as defined in Section 9, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating except to the conduct extent otherwise specifically provided in Section 9) in connection with the Steering Wheels N.A. Business; (e) [intentionally omitted]; and (f) In the event (i) an Assigned Contract does not expressly permit the assignment by UTAS or UTAS de Mexico of its rights and obligations thereunder, (ii) UTAS or UTAS de Mexico has not obtained the necessary written consents to an assignment from all parties to an Assigned Contract prior to the Closing Date or (iii) direct assumption of an Assigned Contract is not practical, the Buyer shall fulfill such contract and assume the obligations and liabilities arising from the performance of such contract for and on behalf of UTAS or UTAS de Mexico but for the account of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityBuyer. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. From and after the Effective Time, the Buyer agrees to assume and timely pay and perform the following liabilities and obligations (collectively, “Assumed Liabilities”): (a) Upon the obligations of the Seller under and pursuant to the terms and subject conditions of the Preneed Agreements, including any certificates or benefits associated therewith, as well as all Services in Progress, as defined below; (b) (i) the obligations of the Business under and pursuant to the terms and conditions of those contracts described in Section 1.1(e) and those contracts listed in Schedule 5 to this Agreement, (ii) any other contracts, leases, rental agreements and commitments entered into exclusively in connection with the Company shall assume, effective as of 12:00:01 a.m. on the Closing DateBusiness, and from any commitments to former owners and/or employees for funeral and/or cemetery merchandise and after services, in each case under this clause (ii) that do not individually have a payment liability of more than $5,000 annually, provided that all such contracts and commitments under this clause (ii) do not have a payment liability of more than $50,000 per year in the aggregate (it being understood that any annual payment liability in excess of $5,000 per contract or commitment or in excess of $50,000 in the aggregate for all such contracts and commitments shall be a Retained Liability), and (iii) any other non-material, non-monetary accommodation offered to a former owner (all of the foregoing in clauses (a) and (b) collectively, “Assumed Contracts”), provided, however, that all amounts due, including but not limited to, lease payments and residual/purchase amounts, under leases and installment sale contracts for (i) all items of tangible personal property included in the Assets, whether or not specifically set forth in Schedule 2, and (ii) all vehicles included in the Assets, whether or not specifically set forth in Schedule 3, shall be paid by Seller such that all such personal property and vehicles shall be transferred to Buyer at the time of Closing free and clear of all payment obligations; (c) upon the Company shall transfer of the Preneed Trust Funds and Endowment Care Funds, the Buyer will assume and thereafter in due course pay, perform and discharge when due, all the liabilities and obligations of the following liabilitiesSeller arising from and after the Effective Time under the terms of or in connection with the Preneed Trust Funds, obligations Endowment Care Funds and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”)Preneed Agreements; (id) all Accounts Payable, accrued expenses obligations and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of Seller identified with reasonable particularity in any of the Acquired Assets, whether Inspection Report. (e) any obligations arising prior to, on or under any Collective Bargaining Agreement (as hereinafter defined) from and after the Closing DateEffective Time; (viif) all Liabilities under or otherwise obligations and liabilities for accrued but unused vacation accruing from and after January 1, 2020 in respect of any Rehired Employees, determined as of the Closing Date (it being understood that the Seller shall be solely responsible with respect to the extent arising out of or relating payments to the Transferred Permits, whether arising prior to, Rehired Employees for periods ending on or after the Closing Datebefore December 31, 2019; and (viiig) all other Liabilities of Parent of whatever kind and natureobligations, primary or secondaryliabilities, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or and/or duties relating to or arising from the conduct of Business from and after the BusinessEffective Time; provided, however, that anything in this Agreement to the contrary notwithstanding, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company Buyer shall not assume or be responsible for any Excluded LiabilityLiabilities or obligations which (i) are not Assumed Liabilities or (ii) arise from any breach or default by the Seller under any Assumed Contract, each of which shall be retained and paidPermit, performed and discharged when due by Parent. The term “Excluded Liability” means:Preneed Trust Funds, Endowment Care Funds, applicable Law or otherwise.

Assumed Liabilities. (a) Upon the terms and subject Notwithstanding anything in this Agreement to the conditions of this Agreementcontrary, at the Company Closing, Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall agree to pay, perform and discharge as and when due, all due the following Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which Seller or the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Asset Subsidiaries (the “Assumed Liabilities”);"ASSUMED LIABILITIES"): (ia) all Accounts Payablebona fide liabilities of the Business (other than any non-current Liability described in Section 1.4(a) through Section 1.4(i)) as reflected, accrued expenses and other current liabilities arising out of or relating for which amounts are reserved for, on the Closing Balance Sheet to the Productextent such liabilities are of the type reflected on the May 31, 2000 Balance Sheet or are of a different type and arose subsequent thereto and are taken into account in the Acquired Assets or calculation of the Business arising on or after Net Working Capital as of the Closing Date; (iib) all Except as provided in Section 1.4(f), Liabilities in respect of any lawsuits, claims, actions relating to or proceedings arising out of or relating incurred in connection with the performance after the Closing Date of all Contracts Assigned by Asset Purchase (other than items set forth in Section 1.4(d)); (c) Except as provided in Sections 1.4(h) or 9.6, Liabilities under any warranty or product liability claims, or product recalls or defects, including defective material, design or manufacturing claims and merchandise returns made or received after the Closing Date with respect to the manufacture, production, marketing, commercialization, distribution or sale products of the Product Business manufactured, sold or the ownership, sale, lease delivered by Seller or use of any of the Acquired Assets its Subsidiaries prior to, on or after the Closing Date; (iiid) all Liabilities for warranty claims and product liability of the Business constituting Permitted Encumbrances; (e) Other Liabilities expressly assumed by Buyer under this Agreement or similar claimslisted on Schedule 1.5; and (f) Except as otherwise specifically provided in this Agreement, including all suits, actions or proceedings relating to any such Liabilities, Liabilities arising out of or from events relating to the Product) whether arising prior to, on ownership of the Assets and/or operation of the Business or Assets with respect to the period after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. 2.1 Except for the Excluded Liabilities (aas defined below), (i) Upon in connection with the terms and subject to the conditions acquisition of this Agreement, Seller's Interest by the Company shall assume, effective as and the continuation of 12:00:01 a.m. on the Closing Date, and business of the Joint Venture from and after the Closing Date and pursuant to the terms of the Joint Venture Agreement, each of the Company and the Manufacturing Subsidiary, as the case may be, shall pay, perform and discharge when due, all 2-INTEREST REDEMPTION AGREEMENT assume the liabilities (the "Assumed Liabilities") of the following liabilitiesJoint Venture consisting of all liabilities and obligations of the Company and/or the Manufacturing Subsidiary arising out or resulting from the manufacture and sale of Products and all the liabilities and obligations of the Company and/or the Manufacturing Subsidiary arising since September 1, 1998 and (ii) in connection with its continued management of and ownership and operation of the business from and after the Closing Date, except as otherwise provided herein, each of the Company and the Manufacturing Subsidiary shall be responsible for all obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising incurred on or after the Closing Date; (ii) all Liabilities in Date with respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale Joint Venture and its business; and each of the Product or Company and the ownershipManufacturing Subsidiary, saleas the case may be, lease or use of any of shall indemnify, protect, defend and hold Seller harmless with respect to the Acquired Assets prior to, Assumed Liabilities and with respect to all obligations and liabilities incurred on or after the Closing Date;Date with respect to the Joint Venture and its business as provided in Section 17.2 hereof. (iii) 2.2 Seller shall assume, and after the Closing be responsible for payment of, all Liabilities for warranty claims liabilities and product liability or similar claims, including all suits, actions or proceedings obligations of the Company and/or the Manufacturing Subsidiary relating to any such claims for events solely arising prior to September 1, 1998 related to hourly wage employees of BTM prior to September 1, 1998. The liabilities and obligations of the Company and/or the Manufacturing Subsidiary assumed by Seller under this Section 2.2 are collectively referred to herein as the "Excluded Liabilities." Seller shall indemnify, arising out of or relating protect, defend and hold the Company and the Manufacturing Subsidiary harmless with respect to the Product) whether arising prior to, on or after the Closing Date; (iv) all Excluded Liabilities for Taxes arising out of or relating to or as provided in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySection 17.1 hereof. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the Closing Date, upon the terms and subject to the conditions of this Agreement, Buyers shall assume the Company shall assume, effective as of 12:00:01 a.m. on following and only the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all following liabilities in respect of the following liabilitiesBusiness (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “"Assumed Liabilities”);"): (i) all Accounts Payablethe obligations of Sellers under or in respect of Business Contracts, accrued expenses and licenses, approvals, certificates, permits, franchises or other current liabilities arising out evidences of or relating to authority issued by a Governmental Entity, in each case, included as part of the Product, the Acquired Assets or the Business arising on or after the Closing DatePurchased Assets; (ii) all Liabilities the obligation to honor the restricted use provisions in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale Section 7.8 of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, Chinook Purchase Agreement on or and after the Closing Date; (iii) all Liabilities claims for damages, direct or consequential, related to warranty claims for defective products of the Business (whenever manufactured) shipped on and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating obligations under the Benefit Plans and all other liabilities which are allocated to or in respect of the Product assumed by Buyers, any buyer Affiliate or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax LiabilitiesEmployer pursuant to Article 7; (v) all Liabilities for transferobligations and liabilities relating to or arising out of any claims made by Continuing Employees (or their dependents or beneficiaries) or labor organizations, documentaryunions or associations representing Continuing Employees (i) which are based on, salesarise out of, useor result from, registrationacts, value added and other similar Taxes and related amounts (facts, circumstances, events or conditions occurring on or after the Closing Date, including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or such claims based upon the transactions contemplated hereby and thereby or (“Transfer Taxes”)ii) which are based on, arise out of, or result from Buyers' selection of, efforts to engage or other treatment of Continuing Employees; (vi) all Environmental Liabilities to the extent arising out of product liability claims (including claims for injury, death or relating to the conduct property damage) for products of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, shipped on or and after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or Taxes relating to the Transferred PermitsPurchased Assets which accrue or relate to the operation of CIS, whether arising prior to, the Business or the Business Assets on and after the Closing Date other than Taxes for which Sellers are responsible under Section 15.4; (viii) liability relating to intellectual property constituting Purchased Assets in connection with events occurring on or after the Closing Date; and (viiiix) any and all other Liabilities of Parent of whatever kind liabilities, costs and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating obligations related to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or compliance with Applicable Law from and after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityDate related to Product Stewardship Materials. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions of this Agreementherein contained, on the Company Closing Date (as defined in subparagraph 2.1 hereof) Buyer shall assume, effective as of 12:00:01 a.m. on and shall only assume (i) the Company's obligations under the pending and executory contracts which are included among the Purchased Assets, but only to the extent that they represent obligations which are by their stated terms to be performed, in the ordinary course, subsequent to the Closing Date, and from and after (ii) the Closing following liabilities of the Company shall pay, perform and discharge when due, all of which are set forth on the following liabilities, obligations and commitments Audited Closing Balance Sheet: (“Liabilities”A) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating (B) Customer Deposits (C) Payroll Taxes payable (except for amounts due with respect to bonuses paid to the Product, the Acquired Assets or the Business arising on or after the Closing Date; Selling Stockholders) and (iiD) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; Accrued Expenses and (iii) all Liabilities for warranty subject to subparagraph 3.15, claims of the Company's retail customers and product liability or similar claims, including all suits, actions or proceedings relating to of users of any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after products sold following the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or Date by the Company in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the ordinary conduct of the Business, including any replacement parts sold by the Product Company (collectively, the "Products"), which are based solely on the Company's written product warranties as disclosed to Buyer, and are only for the repair, replacement or Acquired Assets or reimbursement remedies set forth in such written product warranties (the ownershipliabilities and obligations referred to in the immediately preceding clauses (i), sale or lease (ii) and (iii) being hereinafter collectively called the "Assumed Liabilities"); provided, however, that anything in this Agreement contained to the contrary notwithstanding, the following shall not constitute Assumed Liabilities: (a) liabilities and obligations of the Company, the existence of which constitutes a material breach of any of the Acquired Assetsrepresentations or warranties made by the Company in this Agreement or in any document delivered by it pursuant hereto, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding liabilities or claims in connection with any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:litigation

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing DateContribution Date (except as described in Section 1.4(g)), GS Holdings shall assume and thereafter pay, perform, and from discharge in accordance with their terms, the following obligations and after the Closing the Company shall pay, perform and discharge when due, all liabilities of the following liabilitiesDebtors (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “"Assumed Liabilities”"): (a) all obligations under the DIP Loan (provided the Debtors shall remain jointly and severally liable for all obligations under the DIP Loan, as described in Section 5.10); (b) except to the extent arising under Assumed Contracts or as covered by subsection (e) below, all trade accounts payable existing as of the Contribution Date which arose in the ordinary course of the Debtors' business post-petition and would be entitled to allowance as administrative expenses under Section 503(b)(1)(A) of the Bankruptcy Code (collectively, the "Assumed Trade Accounts"); (c) all accrued and unpaid employee severance obligations arising under the Globalstar Entities' employment policies currently in force for employees terminated by a Globalstar Entity with Thermo's prior written consent after November 17, 2003 (the "Employee Severance Plan"); (d) all accrued and unpaid amounts required to be paid under the existing employee retention plan approved by the Bankruptcy Court on May 21, 2002 (the "Employee Retention Plan"); (e) all accrued and unpaid fees and expenses of Bankruptcy Professionals, but only to the extent such fees and expenses are actually allowed by, or that are permitted to be paid pursuant to, an order of the Bankruptcy Court, including the order dated March 22, 2002 establishing procedures for interim compensation and reimbursement of expenses for the Bankruptcy Professionals; (f) all accrued and unpaid obligations arising solely with respect to the Debtors' current and former employees who are participants under the Loral Pension Plan, but only if and to the extent that such obligations can be severed from the Loral Pension Plan and assumed by New Globalstar; (g) (i) all Accounts Payablethe obligations of the Globalstar Entities under Assumed Contracts that, accrued expenses and other current liabilities arising out by the terms of or relating to the Productsuch Assumed Contracts, the Acquired Assets or the Business arising on or arise after the Closing Interest Acquisition Date and relate to periods following the Interest Acquisition Date and are to be observed, paid, discharged, or performed, as the case may be, in each case, at any time after the Interest Acquisition Date; ; and (ii) all Liabilities Allowed Cure Claims (subject to Section 6.5); provided, however, that the obligations described in respect this Section 1.4(g) shall not be assumed until the Interest Acquisition Date (if and when such date occurs). Following the Contribution Date, New Globalstar shall be responsible for and pay all obligations of any lawsuitsthe Globalstar Entities under the Assumed Contracts, claims, actions or proceedings arising out of or relating and to the manufactureextent provided in Section 1.6, productionRejected Contracts, marketing, commercialization, distribution or sale that arise in the ordinary course of the Product Debtors' business after the Petition Date and relate to periods following the Petition Date and are to be observed, paid, discharged, or performed, as the ownershipcase may be, salein each case, lease or use of at any time after the Petition Date, but only to the extent that such obligations would be entitled to allowance as administrative expenses under Section 503(b)(1)(A) of the Acquired Assets prior to, on or after the Closing DateBankruptcy Code; (iiih) all Liabilities for warranty claims and product liability any other liabilities, commitments or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating obligations that arose with respect to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease use thereof following the Petition Date in the ordinary course of any business of the Acquired Assets, whether arising prior to, on Globalstar Entities or after pursuant to any order of the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateBankruptcy Court; and (viiii) all other Liabilities of Parent of whatever kind and nature, primary the liabilities or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating obligations under the Jefferies Agreement with respect to the conduct monthly retainer (not to exceed $5,000/month) and out-of-pocket expenses and accrued and unpaid professional fees for prior periods approved by the Bankruptcy Court. On the Contribution Date, following the assumption of the BusinessAssumed Liabilities by GS Holdings described above, New Globalstar shall assume from GS Holdings and thereafter pay, perform, and discharge in accordance with their terms, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityAssumed Liabilities. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon The Plan shall provide that the terms only liabilities of the Company and subject the Subsidiaries relating to the conditions period prior to the Closing Date that shall survive and remain liabilities of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. and the Subsidiaries on the Closing Date, and from and after the Closing Date shall be the following (the "ASSUMED LIABILITIES"): (a) except as set forth in Section 2.07, ordinary course of business liabilities of the Company and the Subsidiaries including those reflected within the determination of Net Working Capital; provided, however, for purposes of this Agreement the term "ordinary course of business" shall paynot be deemed to include liabilities for any material breach or violation of any Law or any liabilities related to tortious conduct by the Company, perform and discharge when due, all any Subsidiary or any employees of the following liabilitiesCompany or any Subsidiary; (b) except as set forth in Section 2.07(a), ordinary course of business obligations under the Contracts of the Company and commitments the Subsidiaries other than the Excluded Contracts (“Liabilities”for purposes of clarity, excluding any obligations under the Contracts that are listed on Schedule 3.11(a)(y) of Parent (other than Rejected Contract Claims which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”are provided for in Section 2.03(g)); (c) liabilities for the Company's (i) documentary letters of credit related to goods ordered or to be ordered and outstanding at Closing (including any amendments required) and (ii) standby letters of credit outstanding at Closing; (d) non-cash liabilities consisting of deferred income including the current portion of deferred income; (e) subject to Section 2.08 and the proviso set forth in Section 2.06(a) and except as set forth in Sections 2.07(a) and (c), any and all Accounts Payable, accrued expenses obligations and other current liabilities (contingent or otherwise) arising out of from or relating to the Productemployment or services, or termination of employment or services, of any individual with respect to the Acquired Assets Company and the Subsidiaries, including without limitation (i) the Employee Plans and any trusts, insurance contracts or the Business arising on or after the Closing Date; other agreements relating thereto, except as set forth in Section 2.07(f), (ii) all Liabilities in respect of any lawsuitsthe Employee Agreements, claimsexcept as listed on Schedule 2.07 as an Excluded Contract, actions or proceedings arising out of or relating to the manufacture(iii) accrued and unpaid vacation, productionsick days and personal days, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to(iv) workers' compensation benefits (whether accrued before, on or after the Closing Date; ), (iiiv) all Liabilities for warranty claims obligations under Section 4980B of the Code and product liability Part 6 of Subtitle B of Title I of ERISA with respect to the current or former employees of the Company and the Subsidiaries and their qualified beneficiaries, (vi) any obligations to employees terminated on or before the Closing Date under the Worker Adjustment Retraining and Notification Act or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out state law by reason of or relating to the Product) whether arising prior to, on or number of employees terminated after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added Date and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities any liability (contingent or otherwise) under Title IV of ERISA with respect to any Multiemployer Plan to which the Company or otherwise any Subsidiary contributes or is required to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Datecontribute; and (viiif) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct Tax liabilities of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityCompany other than Excluded Taxes. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all but effective as of the following liabilitiesEffective Time, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge Buyer shall assume and agree shall include all BMS Assumed to discharge the following Liabilities but shall not include any Excluded Liabilities) of Sellers (the “Assumed Liabilities”): (i) any trade account payable (other than a trade account payable to a Related Person of Seller) reflected on the Closing Balance Sheet that remains unpaid as of the Effective Time, excluding any trade account payable to any Seller or any Affiliate of any Seller; (ii) any Liability to any Seller’s customers incurred by such Seller in the ordinary course of the Business consistent in all material respects with past practice for orders outstanding as of the Effective Time other than any such Liabilities to any Seller or any Affiliate of any Seller; (iii) any Liability to any Seller’s customers under warranties implied by law and any warranty agreements, including express indemnities thereunder, given by any Seller to its customers prior to the Effective Time in connection with the Business; (iv) any Liability arising under contract or law as to any Seller Contract entered into (A) prior to the date of this Agreement, including those listed in Section 3.19(a) of the Seller Disclosure Letter, or (B) after the date hereof in accordance with Section 6.2; (v) any Liability arising out of or relating to any circumstance, condition, occurrence or event happening or manifested at or after the Effective Time and arising out of or relating to (A) products of the Business designed, manufactured, distributed or sold or services provided by or on behalf of any Seller or any predecessor, including Tug Manufacturing Corporation or (B) the Business or any action or inaction thereof or related thereto or the Assets, except, in the case of clause (B), to the extent such Liability is expressly and specifically described and retained by Sellers pursuant to Section 2.4(c)(i)-(xi); (ivi) all Accounts Payable, accrued expenses and any Liability under any Contract assumed by Buyer pursuant to this Section 2.4(a) (other current liabilities than any Liability that arises out of or relates to any Breach that occurred prior to the Effective Time); (vii) any Environmental Liabilities arising out of or relating to the Product, the Acquired Assets or operation of the Business arising on at or after the Closing DateEffective Time, but only to the extent such Environmental Liability does not arise from the operation of the Business prior to the Effective Time; (iiviii) all Liabilities in except with respect of to any lawsuits, claims, actions or proceedings Proceeding arising out of or relating to the manufactureLiabilities retained pursuant to Section 2.4(c)(iii), production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use any Liability arising out of any of Proceeding (including the Acquired Assets prior to, on or obligation to handle such Proceeding) commenced after the Closing Date; (iii) all Liabilities for warranty claims Effective Time and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on any occurrence or event happening at or after the Closing DateEffective Time; (ivix) all Liabilities for Taxes any Liability arising out under contract or law as to the Industrial Revenue Bonds, including any Liability arising under the Letter of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax LiabilitiesCredit; (vx) all Liabilities for transfer, documentary, sales, use, registration, value added and any other similar Taxes and related amounts (including Liability of any penalties, interest and additions to Tax) incurred in connection with this Agreement, any Seller set forth on the Closing Balance Sheet that remains unpaid as of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateEffective Time; and (viiixi) all other Liabilities any Liability of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct any Seller described in Section 2.4(a)(xi) of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySeller Disclosure Letter. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. It is understood and agreed that Buyer will not assume any direct or indirect debts, obligations or liabilities of any of the Sellers of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted, known or unknown (collectively, "Liabilities"), except for the following specifically identified liabilities (the "Assumed Liabilities") which the Buyer will assume: (a) Upon all trade payables (including without limitation credit balances in accounts receivable) and all accrued but unpaid expenses (including without limitation (i) payroll expenses, (ii) use taxes and employment or payroll taxes, (iii) workers' compensation expense accruals and (iv) vacation and sick pay accruals) incurred by the terms and subject Company prior to the conditions Closing in the ordinary course of business and not in breach of this Agreement, but (except as specified in Section 1.3(c)) excluding any expenses arising out of any lawsuit, claim or proceeding against the Company shall assumethat arises out of personal injury, effective as death or other events occurring prior to the Closing; (b) all obligations of 12:00:01 a.m. on the Closing Date, and from and Company to be performed after the Closing under the Material Agreements identified in Schedule 2.19 (except those identified as Excluded Assets in Schedule 1.2) and obligations of the Company shall payto be performed after the Closing under other agreements entered into by the Company in the ordinary course of business that are not included within the definition of Material Agreements set forth in Section 2.19, perform and discharge when duebut excluding, all of the following liabilitiesin each case, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of obligations under any such agreement that result from any breach or relating default prior to the Product, the Acquired Assets Closing (or the Business arising on or after event occurring prior to the Closing Date; that with notice or lapse of time would constitute a breach or default) by the Company under such agreement which is not a Known Breach (as defined in Section 6.1) and (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale contracts and arrangements with stockholders of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product Company or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents affiliate or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Datefamily member thereof; and (viiic) all other Liabilities liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising the Company resulting from workers' compensation claims under the Nevada State Industrial Insurance System ("SIIS Claims") that arise out of or relating events occurring prior to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateClosing, including all Liabilities arising under the BMS Purchase Agreement without limitation any such SIIS Claims that have been closed and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityare reopened. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon In connection with the terms purchase and subject sale of the Transferred Assets pursuant to the conditions of this Agreement, at the Company shall assumeClosing, effective as of 12:00:01 a.m. on the Closing DateBuyer shall, or cause a Buyer Designee to, assume and from and after the Closing the Company shall pay, perform and discharge when due, pay, discharge, perform or otherwise satisfy all liabilities and obligations of any kind and nature, whether known or unknown, express or implied, primarily or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become due, of the following liabilities, obligations Seller Entities and commitments (“Liabilities”) their respective Affiliates to the extent relating to the Business or the ownership or use of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) Transferred Assets (the “Assumed Liabilities”), (it being understood that, subject to Section 2.5, the Assumed Liabilities shall also include, and the Buyer shall indirectly assume and agree to pay, discharge, perform or otherwise satisfy, all of the liabilities and obligations of any kind and nature, whether known or unknown, express or implied, primarily or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become due, of the Acquired Entities by virtue of the Buyer’s or the other Buyer Designee’s purchase of the Acquired Entity Equity Interests pursuant to Section 2.1) including, without limitation, the following: (a) any Taxes to be paid by the Buyer pursuant to Article VI; (ib) all Accounts Payable, accrued expenses and other current liabilities relating to or arising out of the Contracts and the Business Permits to be performed on, prior to or relating to the Productafter, or in respect of periods prior to, on or following, the Acquired Assets Closing Date; (c) all liabilities with respect to any return, repair or similar liabilities related to products and services of the Business arising on that were manufactured, serviced or sold on, prior to or after the Closing Date; (iid) all Liabilities in liabilities with respect of to any lawsuits, claims, actions product recall or proceedings arising out of or relating similar liabilities related to the manufacture, production, marketing, commercialization, distribution or sale products and services of the Product Business that were manufactured, serviced or the ownershipsold on, sale, lease or use of any of the Acquired Assets prior to, on to or after the Closing Date or that were held in the Inventory as of the Closing Date; (iiie) all Liabilities liabilities for warranty claims and product liability death, personal injury, other injury to persons or similar claims, including all suits, actions or proceedings relating property damage with respect to any such Liabilitiesproducts and services of the Business that were manufactured, arising out of serviced or relating sold on, or prior to the Product) whether arising prior to, on or after the Closing Date or that were held in Inventory as of the Closing Date; (ivf) all Liabilities for Taxes arising out of or liabilities (i) relating to the employment or termination of employment of any Transferred Seller Entity Employee arising (A) following the Closing Date and (B) for payroll periods ending on or prior to the Measurement Time, for vacation, holiday, sick time and other leave, and in each case, the employer portion of the payroll Taxes related thereto, to the extent that such amounts in this clause (B) are taken into account in Closing Net Working Capital as finally determined pursuant to Section 2.9, and (ii) assumed by the Buyer or a Buyer Designee (A) as required by Law with respect to any Transferred Seller Entity Employee, and such liabilities as of the Measurement Time shall be taken into account as Indebtedness or Closing Net Working Capital, as the case may be, and as finally determined pursuant to Section 2.9, (B) pursuant to Section 5.7 and/or (C) taken into account as Indebtedness as finally determined pursuant to Section 2.9; and (g) all liabilities in respect of the Product any Action, whether class, individual or any Acquired Asset for any Post-Closing Tax Periodotherwise in nature, other than any Excluded Tax Liabilities; (v) all Liabilities for transferin law or in equity, documentarywhether or not presently threatened, salesasserted or pending, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of of, or relating to the extent related to, the Business or the operation or conduct of the Business or the Acquired Assets or the ownershipon, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising including, without duplication, Actions in respect of those liabilities set forth in Section 2.4(a) through Section 2.4(f). The Buyer’s obligations under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company Section 2.4 shall not assume be subject to offset or reduction for any Excluded reason, including by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements or any document delivered in connection herewith or therewith. Each liability of the Seller or any of its Affiliates (other than the Acquired Entities) that would be an Assumed Liability were it to be a liability of a Seller Entity at the Closing shall be deemed upon the Closing to be an Assumed Liability, each subject to Section 2.5, and such Affiliate of which the Seller shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:deemed to be a Seller Entity hereunder.

Assumed Liabilities. (a) Upon Effective at the terms Closing, Catalyst hereby assumes and subject agrees to the conditions of this Agreementbear, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform perform, satisfy and discharge when due, due (all of the following liabilities, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (being collectively referred to herein as the “Assumed Liabilities”);): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business Liabilities arising on or after the Closing DateDate under the Regulatory Filings transferred and assigned to Catalyst hereunder; (iib) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufactureprosecution, productionmaintenance, marketing, commercialization, distribution enforcement or sale defense of the Product or Transferred Patents in the ownership, sale, lease or use of any United States on and after the date on which all of the Acquired Assets prior to, transfers required under Section 2.12(c)(ii) are completed; (c) all Liabilities arising on or after the Closing Date under the Transferred Contracts but only to the extent such Liabilities (i) do not arise from any breach, default, violation or failure to perform by ▇▇▇▇▇▇▇ or any of its Affiliates of any provision under any Transferred Contract before the Closing Date; , (ii) do not arise by reason of events or circumstances occurring prior to the Closing Date which with notice or lapse of time, would constitute or result in a breach of any Transferred Contract, (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, if arising out of or relating to the Product) whether arising a circumstance in existence prior to, on or after to the Closing Date; , arise in accordance with the express terms of such Transferred Contracts, excluding any such Liabilities that relate to or arise from any failure to perform, improper performance, warranty or other breach, default or violation by ▇▇▇▇▇▇▇ or any other Person under any Transferred Contract before the Closing Date, (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Periodare not Excluded Liabilities, other than any Excluded Tax Liabilities; and (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions represent solely the performance of post-Closing obligations that were not required to Tax) incurred in connection with this Agreement, be performed by ▇▇▇▇▇▇▇ or any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities its Affiliates under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising Contracts prior to, on or after to the Closing Date; and (viiid) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or of, relating to the conduct or associated directly or indirectly with Catalyst’s or its Affiliates’ or any of the Businesstheir licensees’, the sublicensees’ or distributors’ ownership, use or Exploitation of any Licensed Product or Acquired the Transferred Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms and subject to the conditions set forth in the Assignment and Assumption Agreement in a form reasonably acceptable to Buyers and Sellers (the "ASSUMPTION AGREEMENT"), at the Closing, Buyers shall assume all liabilities and obligations of this AgreementSellers whether or not relating to the Acquired Assets, whether fixed, contingent or otherwise, ▇▇▇▇▇▇ or inchoate, known or unknown (collectively referred to hereinafter as the Company "ASSUMED LIABILITIES"); except that the Assumed Liabilities shall assume, effective as of 12:00:01 a.m. on the Closing Dateexclude, and from Sellers shall retain all, and after Buyers shall have no responsibility for any of Sellers' liabilities and obligations, whether or not relating to the Closing Acquired Assets, whether fixed, contingent or otherwise, ▇▇▇▇▇▇ or inchoate, known or unknown (collectively referred to hereinafter as the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”"EXCLUDED LIABILITIES") of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);set forth below: (i) all Accounts Payable, accrued expenses and other current any liabilities or obligations relating solely to (A) the conduct of the Guarantee Business; (B) the conduct of the business of SMS Hawaii; or (C) the conduct of Group Work; (ii) any liabilities arising out of or relating related to expenses incurred in connection with the development, negotiation and execution of the transactions contemplated by this Agreement, except to the Product, extent that (x) (A) such liabilities are reflected on the Acquired Assets Pro Forma Balance Sheet for the Net Asset Value Date and (B) the Purchase Price is less than it would have been if such liabilities were not included on the Pro Forma Balance Sheet for the Net Asset Value Date or the Business arising on or after the Closing Date; (iiy) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale such liabilities have been discharged as of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Net Asset Value Date; (iii) all Liabilities any liabilities for warranty claims and product liability or similar claimsTaxes of the Sellers, including all suits, actions or proceedings relating to any such Liabilities, arising out of or Taxes relating to the Product) whether arising prior to, on or after the Closing Date;Acquired Assets; and (iv) all Liabilities for Taxes arising out of or relating to or in respect of any liabilities under the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the BusinessKey Executive Incentive Plan, the Product or Acquired Assets or Long Term Incentive Plan and the ownership, sale or lease Excel Plan of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. Group (b) Notwithstanding any other provision of this Agreementcollectively, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:"CASH PLANS").

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Purchaser shall execute and from deliver in favor of Seller the Assumption Agreement, pursuant to which Purchaser shall assume and after the Closing the Company shall agree to pay, perform and discharge when due, all of due the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired AssetsSeller, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, known or unknown (except as otherwise provided in Section 11.1(c) of this Agreement with respect to Environmental Liabilities and Tort Liabilities), absolute or contingent, known or unknown, whether or not accrued, arising out of fixed or relating otherwise, or whether due or to become due, solely to the conduct of the Business, the Product extent such Liabilities accrue or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or arise from and after the Closing Date(except as otherwise specifically provided in Section 11.1(c) of this Agreement with respect to Environmental Liabilities and Tort Liabilities), including other than Excluded Liabilities (as defined below), in accordance with the respective terms and subject to the respective conditions thereof (collectively, but excluding the Excluded Liabilities, the " Assumed Liabilities"): (a) all Liabilities arising of Seller under the BMS Purchase Agreement Transferred Contracts, the Transferred Permits and the Transferred Intellectual Property, in each case in accordance with the terms thereof, except to the extent that such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any claim, action, suit, arbitration, inquiry, proceeding such breach or investigation default or out of any event which after the giving of notice would constitute a default by or before any Governmental Entity.Seller; (b) Notwithstanding any and all Liabilities associated with Continued Employees, to the extent provided in Section 6.5; (c) any Liability of Seller described on Schedule 2.3(c); (d) any Liability for Real Property and other provision Taxes attributable to the Purchased Assets, except to the extent of this Agreementthe proration provided for in Section 3.2; (e) subject to Section 11.1(c), any and all Environmental Liabilities, except for the Company shall not assume Excluded Environmental Liabilities; and (f) subject to Section 11.1(c), any and all Tort Liabilities, except for the Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:Tort Liabilities.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on On the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all but effective as of the following liabilitiesEffective Time, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge Buyer shall assume and agree shall include all BMS Assumed to discharge only the following Liabilities but shall not include any Excluded Liabilities) of Seller (the “"Assumed Liabilities”);"): (i) all Accounts Payableany trade account payable reflected on the Audited Closing Balance Sheet incurred by Seller in the Ordinary Course of Business that remains unpaid as of the Effective Time, accrued expenses and but specifically excluding any non-Ordinary Course of Business trade account payable to: (A) a shareholder of Seller, or (B) a Related Person of a shareholder of Seller; (ii) any Liability to Seller's customers incurred by Seller in the Ordinary Course of Business for non-delinquent orders outstanding as of the Effective Time described in Part 2.4(a)(ii) (other current liabilities than any Liability arising out of or relating to a Breach that occurred prior to the Product, the Acquired Assets or the Business arising on or after the Closing DateEffective Time); (iiiii) all Liabilities any Liability under written warranty agreements in respect the forms attached to and those other warranty and/or repair commitments specifically set forth in Part 2.4(a)(iii) given by Seller in the Ordinary Course of Business prior to the Effective Time (other than any lawsuits, claims, actions or proceedings Liability arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets a Breach that occurred prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior toEffective Time), on but solely for, and only to the extent of, claims or after the Closing Daterequests of customers for service and/or repair; (iv) all Liabilities for Taxes any Liability arising after the Effective Time under the Assumed Seller Contracts (other than any Liability under any Assumed Seller Contract, which: (A) arises out of or relating relates to a Breach that occurred prior to the Effective Time, (B) arises out of or in respect of relates to a Breach that occurred after the Product Effective Time but before Buyer's assumption or any Acquired Asset for any Post-Closing Tax Periodnovation as an Assumed Seller Contract, other than any Excluded Tax Liabilitiesor (C) is otherwise specifically described on Part 2.4(b)(ii)); (v) all Liabilities any Liability for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Buyer Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out any Liability of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing DateSeller described in Part 2.4(a)(vi); (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Dateany payroll and/or employee related Liability set forth in Part 2.4(a)(vii); and (viii) all other Liabilities any Liability for payment of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to sales and/or use Tax Liability as set forth in the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Audited Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityBalance Sheet. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, as partial consideration for the Company Purchased Assets, at the Closing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing the Company shall agree to pay, perform and discharge when duedue the following, all but only the following, Liabilities and obligations of Seller, in each case, excluding the following liabilitiesExcluded Liabilities (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out of or customer deposits relating to the Product, the Acquired Assets Product or the Business arising on or after the Closing DateClosing, all of which are set forth on Schedule 1.3(a); (iib) all Liabilities arising under or relating to the Assigned Contracts (i) arising on or after the Closing or (ii) of the type referred to in Section 1.3(e) (c) all Liabilities arising under or relating to the transferred Seller Permits (i) arising on or after the Closing, (ii) of the type referred to in Section 1.3(e) or (g) or (iii) disclosed on Schedule 1.3(c); (d) all Liabilities of Purchaser or its Affiliates relating to employee benefits, compensation or other arrangements with respect to, or the employment by Purchaser or its Affiliates of, any Transferred Employee arising on or after the Closing; (e) all Liabilities for Rebates with respect to Product dispensed on or after January 1, 2014, other than any of the foregoing resulting from a breach of any lawsuitsContract prior or the violation of a government reimbursement program by Seller prior to Closing; (f) all Liabilities related to returns of the Product received on or after the Closing Date, claimsother than any such returns resulting from a breach of any Contract by Seller prior to the Closing or any violation of a government reimbursement program by Seller prior to the Closing; (g) all Liabilities for Chargebacks with respect to Product dispensed on or after January 1, actions 2014, other than any of the foregoing resulting from a breach of any Contract by Seller prior to the Closing or proceedings any violation of a government reimbursement program by Seller prior to the Closing; and (h) all other Liabilities arising on or after the Closing to the extent (but only to the extent) arising out of or relating to the manufacture, production, marketing, commercialization, distribution ownership or sale operation of the Product or Business and the ownership, sale, lease or use of any of the Acquired Purchased Assets prior to, by Purchaser on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityClosing. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Company shall time of the Closing, to assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when as they become due, all of the following liabilitiesLiabilities of the Seller Parties and their respective Affiliates solely to the extent such Liabilities are required to be satisfied, obligations and commitments paid, performed or discharged after the Closing Date (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (collectively, the “Assumed Liabilities”);): (i) all Accounts PayableLiabilities arising out of or relating to any product liability, accrued expenses and other current liabilities breach of warranty or similar claim for injury to person or property that resulted from the use or misuse of the Product or otherwise related to the Product (including any action, suit, investigation or proceeding relating to any such Liabilities) shipped or sold after the Closing; (ii) except to the extent that they constitute Excluded Liabilities pursuant to Section 2.04(a), all Liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or return of any Product after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing DateClosing; (iii) all Liabilities arising under the Contracts, except for warranty claims and product liability any Liabilities under a Contract arising from a breach of, or similar claimsdefault under, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating Contract by Seller prior to the Product) whether arising prior to, on or after the Closing DateClosing; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities except to the extent arising out of or relating they constitute Excluded Liabilities pursuant to the conduct of the Business or the Acquired Assets or the ownershipSection 2.04(a), sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to directly or indirectly to, the conduct Transferred Assets or the operation of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Transferred Assets, whether arising prior tobut only to the extent such Liabilities relate to actions, on omissions, occurrences or after events following the Closing Date(which, including for the avoidance of doubt, shall include any such Liabilities arising out of or relating directly or indirectly to the continuation by Buyer following the Closing of any policies, practices, methods, procedures, conduct or activities of Seller prior to the Closing, for which Buyer shall be solely responsible); (v) all Liabilities arising from or relating to Buyer’s use of (or inability to use) the Space pursuant to Section 5.03; (vi) all Liabilities arising from or relating to Buyer’s use of the Promotional Materials included in the Transferred Assets pursuant to Section 5.05; (vii) all Liabilities to customers under purchase orders made in the BMS Purchase Agreement ordinary course of the sale and marketing of the Product consistent with past practice for any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before Product that has not been shipped prior to the Closing; and (viii) any Governmental Entityother Liability listed in Schedule 2.03(a)(viii) of the Seller Disclosure Schedule. (b) Notwithstanding Buyer and the Seller Parties hereby agree to reimburse one another, U.S. dollar for dollar, in the event that (i) any other provision of this AgreementSeller’s or Buyer’s customers, respectively, or their respective Affiliate’s customers, offset, against accounts payable by such customer to Seller or Buyer or their respective Affiliates, the Company shall not assume cost of any Excluded LiabilityProduct returned by such customer, or (ii) Seller or Buyer or their respective Affiliates are required to issue a credit for the account of, or reimburse, any customer for returns, in each case which are the responsibility of the other party hereto pursuant to Section 2.03(a)(ii) and Section 2.04(a). Buyer and the Seller Parties hereby agree to, and to cause their respective Affiliates to, provide notice to one another of any such offset, issuance of credit or reimbursement for which such party or its Affiliate is entitled to be reimbursed pursuant to this Section 2.03(b). Payment shall be retained made promptly following receipt of notice of any such offset by or issuance of a credit to a customer (together with supporting documentation). Following the Closing, Buyer and paid, performed the Seller Parties shall cooperate to ensure that a customer does not offset returns of any Product against Seller (or any of its Affiliates) and discharged when due Buyer (or any of its Affiliates). Seller shall promptly reimburse Buyer for the cost of goods associated with any Product constituting Product inventory transferred to Buyer pursuant to Section 2.01(b) that is on consignment to the Department of Veterans Affairs (the “VA”) and is returned by Parentthe VA after the Closing. The term “Excluded Liability” means:Reimbursement of such amount shall be made promptly by Seller to Buyer following receipt of notice of any such Product returned by the VA (together with supporting documentation).

Assumed Liabilities. (a) Upon As additional consideration for the terms and subject Acquired Assets, Buyer agrees to the conditions of this Agreement, the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing the Company shall pay, perform and discharge when due, all of assume the following liabilitiesliabilities and obligations of Sellers (collectively, obligations and commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”);, which, without limiting the generality of the foregoing, do not include any Retained Liabilities : (i) all the obligation to refund to borrowers unearned insurance premiums and interest in accordance with applicable state Law, as the case may be, in connection with the prepayment, renewal or charge-off of Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing DateEffective Time; (ii) all Liabilities in respect of any lawsuitslitigation, claims, actions investigations or proceedings similar matters arising out in the Ordinary Course of Business, whether such litigation is based on pre-Effective Time or relating to the manufacturePost-Effective Time matters, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior including but not limited to, the litigation, claims and investigations set forth on or after Schedules 5(c), 5(k)(iii), 5(w), and 5(x)(ii), in each such case excluding any amounts covered by insurance (other than the Closing DateInsurance Policy); (iii) all Liabilities for warranty claims liabilities arising from the sale of insurance products and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, car club memberships arising out of or relating to the Product) whether arising prior to, on or after the Closing DateEffective Time (whether such liability is based on pre-Effective Time or Post-Effective Time matters), in each such case excluding any amounts covered by insurance (other than the Insurance Policy); (iv) subject to the provisions of Section 8(i), all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities;liabilities and obligations under Assumed Leases; and (v) all Liabilities for transferliabilities and obligations under Assumed Contracts, documentaryincluding without limitation, salesCustomer Contracts, usewhether such liabilities and obligations are based on pre-Effective Time or Post-Effective Time matters, registrationin each such case excluding any amounts covered by insurance (other than the Insurance Policy). Notwithstanding anything contained in this Section 2, value added and other similar Taxes and related amounts (including any penaltiesthe matters relating to employees set forth in Section 7, interest and additions to Tax) incurred shall be handled as set forth in connection with this AgreementSection 7. In addition, any the assumption of the Other Transaction Documents or the transactions contemplated hereby specified liabilities hereunder by Buyer does not affect Sellers representations and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of warranties and Buyer’s remedies for any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitybreach thereof. (b) Notwithstanding any other provision of this Agreement, the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means: