Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assumethe Parties agree, effective as at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all Seller or any of the following liabilitiesRetained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, obligations and commitments (“Liabilities”) of Seller and whether presently in existence or arising hereafter, except for the Selling Affiliates, other than any Excluded Liability Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (ia) all Accounts Payable, accrued expenses and other current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective Time; (b) all Liabilities arising under the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capital; (d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”); (e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently or formerly conducted, the Purchased Assets, the Real Property or any other real or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental 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 building materials (including any penaltiesasbestos, interest asbestos-containing materials and additions to Taxlead-based paint) incurred in connection with this Agreementand PCBs, any of except for those Liabilities set forth on Schedule 2.04(e) (the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer TaxesExcluded Environmental Liabilities”); (vif) all Environmental Liabilities to the extent arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; (g) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities 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 DateInternational Plans; and (viiii) all other any Liabilities of Seller with respect to the Business Employees and the Selling Affiliates of whatever kind and nature, primary Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or secondary, direct or indirect, absolute or contingent, known or unknownreduction, 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 by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Acquired Assets, whether arising prior to, on Transaction Documents or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume agreement or document delivered in connection therewith or any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:right to indemnification hereunder or otherwise.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this AgreementTransferee hereby assumes, Purchaser shall assume, effective as of 12:00:01 a.m. on and with effect from the Closing DateEffective Time, and from and after the Closing Purchaser shall pay, perform and discharge when dueany specific obligations, all of the following liabilities, obligations Claims and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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, the Acquisition and the other 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 Seller and the Selling Affiliates litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out absolute, contingent or otherwise, whether due or to become due, of or Transferor relating to the conduct Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Product or Acquired Assets or Assumed Liabilities shall exclude any accounts payable accrued on the ownership, sale or lease of any Balance Sheet of the Acquired Assets, whether arising prior to, Transferor (other than customer deposits shown on or after the Balance Sheet) relating to the Business as of the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assumeBuyer agrees, effective as of 12:00:01 a.m. on at the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all time of the following liabilitiesClosing, obligations to assume all contracts and commitments (“Liabilities”) Liabilities of Seller and or any of the Selling AffiliatesRetained Subsidiaries of any kind, other than any character or description (whether known or unknown, accrued, absolute, contingent or otherwise) primarily relating to or arising out of the Purchased Assets or the conduct of the Business, except for the Excluded Liability Liabilities (the “Assumed Liabilities”):), including the following: (ia) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating Liabilities set forth on the Latest Balance Sheet to the Product, the Acquired Assets or the Business arising on or after extent not satisfied prior to the Closing Date; (iib) subject to Section 2.07, all Liabilities in respect of any lawsuits, claims, actions Seller 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 Retained Subsidiaries arising under the Closing DateContracts; (iiic) 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) 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 the Excluded Tax 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vid) all Environmental Liabilities to the extent arising out of any action, suit, investigation or relating to the conduct proceeding before any arbitrator or any Governmental Authority, including all actions, suits, investigations and proceedings listed in Section 3.11 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 DateDisclosure Schedule; (viie) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, any products manufactured or sold on or after the Closing Date; and (viii) all other Liabilities of Seller and the Selling Affiliates 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 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 Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.warranty obligations and product Liabilities; (bf) Notwithstanding all Liabilities and commitments assumed by Buyer, or for which Buyer is otherwise responsible, pursuant to Section 8.02; (g) the Transferred Indebtedness; and (h) all Liabilities and commitments relating to current or former Business Employees, other than any such Liabilities and commitments that are expressly excluded pursuant to Section 2.05(d). Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other provision of this Agreement, Purchaser 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 Seller and the Selling Affiliates. The term “Excluded Liability” means:right to indemnification hereunder or otherwise.

Assumed Liabilities. (a) Upon the terms Closing, Buyer assumes and subject hereby agrees to the conditions of this Agreementfulfill, Purchaser shall assumeperform, effective as of 12:00:01 a.m. on the Closing Datebe bound by, and from and after the Closing Purchaser shall pay, perform pay and discharge when due(or cause to be fulfilled, performed, paid or discharged) all of the following liabilities, obligations and commitments (“Liabilities”) liabilities of any kind whatsoever of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of from or relating to the Product, the Acquired Assets or the Business arising on Companies, whether known or after unknown, liquidated or contingent, and regardless of whether the Closing Date; (ii) all Liabilities in respect of any lawsuitssame are deemed to have arisen, claims, actions accrued or proceedings arising out of or relating are attributable 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 periods prior to, on or after the Closing Date; Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the ▇▇▇▇▇, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the ▇▇▇▇▇ or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this AgreementClaims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Purchaser shall not assume any Excluded LiabilitySection 3.19, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Article 4 or Section 12.1.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, Purchaser shall Buyer hereby agrees, effective at the time of the Closing (or the applicable Subsequent Closing or Distribution Center Closing), to assume, effective pay, discharge and perform as of 12:00:01 a.m. on required solely under the Closing Datefollowing Liabilities to the extent exclusively relating to the Acquired Stores or Distribution Center, 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 Purchaser shall pay, perform and discharge when due, all of Date (or the following liabilities, obligations and commitments (“Liabilities”applicable Subsequent Closing Date or Distribution Center Closing Date) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out Liabilities of Seller or relating any of its Affiliates to the Product, the Acquired Assets be paid or the Business arising on or performed after the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date) under the Acquired Leases; (iib) all any Liabilities in respect of Taxes for which Buyer is liable pursuant to Section 5.07; (c) except as contemplated by Sections 2.04(f), 2.04(h) and 2.04(i), all Liabilities of Seller or any lawsuitsof its Affiliates to be paid or performed after the Closing Date (or the applicable Subsequent Closing Date) under the CBAs applicable to employees of the Acquired Stores, claimswhich shall be assumed in accordance with their terms, actions including Liabilities related to or proceedings arising out of any Multiemployer Plan to which Seller or relating to the manufacture, production, marketing, commercialization, distribution or sale any of Seller’s Affiliates contribute as of the Product Closing Date (or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the applicable Subsequent Closing Date;); 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Business Employees to the extent arising out of or after and relating to the conduct any period of the Business employment with Buyer or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or its Affiliates after the Closing Date; Date (vii) all Liabilities under or otherwise to the extent arising out of applicable Subsequent Closing Date or relating to the Transferred Permits, whether arising prior to, on or after the Distribution Center Closing Date; and (viii) all other Liabilities of Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, Purchaser will be responsible for all obligations and liabilities related to, arising from or associated with use, ownership, operation or maintenance of the Assets which arise prior to the Initial Closing Date or on and after the Closing Purchaser shall payDate, perform and discharge when due, all of including the following liabilities, obligations and commitments liabilities set forth below in subparagraphs (“Liabilities”a)-(h) of Seller and the Selling Affiliatesinclusive (collectively, other than any Excluded Liability (the “Assumed Liabilities”): (a) Liabilities relating to or resulting from any Pre-Initial Closing Environmental Conditions, Post-Closing Environmental Conditions and Purchaser-Caused Environmental Conditions, including responsibility for any Third Party Claims related to the same. (b) Obligations to comply with Environmental Laws and to comply with the Permits listed in Schedule 2.1(d) “Permits,” or otherwise obtained or required in connection with the Assets, prior to the Initial Closing Date or on and after the Closing Date, or in connection with Purchaser’s acquisition of the Assets, including: (i) all Accounts Payableobligations to implement actions needed to comply with or operate in compliance with Environmental Laws and any Permits, accrued expenses Orders, variances and approvals prior to the Initial Closing Date or on and after the Closing Date; and (ii) liability for and in connection with any monitoring, testing, sampling or other current liabilities environmental investigation required to comply with, or to establish or determine compliance with, applicable Environmental Laws and Permits, Orders, variances and approvals, or as an operational requirement under any applicable Environmental Laws and Permits, Order, variance or approval prior to the Initial Closing Date or on and after the Closing. (c) Obligations arising out of or on and after the Closing Date under any pending applications for new Permits relating to the ProductFacility, and any pending applications for amendments, modifications, extensions or renewals of any existing Permits, in each case to the Acquired Assets extent that Purchaser desires to proceed with such applications. (d) Obligations under the Assigned Contracts arising after the Closing Date. (e) Any liability, obligation or responsibility under or related to Environmental Laws or the Business arising common law caused by the off-Site disposal, storage, transportation, discharge, Release, or recycling of Hazardous Materials, or the arrangement for such activities by Purchaser in connection with Purchaser’s use, ownership, operation or maintenance of the Assets prior to the Initial Closing Date or from and after the Closing Date. (f) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability, obligation or responsibility is known or unknown, contingent or accrued, as a result of any Remediation done by or on behalf of Purchaser or any of its Affiliates in respect of Pre-Initial Closing Environmental Conditions, Post-Closing Environmental Conditions and Purchaser-Caused Environmental Conditions (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date; (ii) all Liabilities in respect of any lawsuitsHazardous Materials that are disposed, claimsstored, actions or proceedings arising out of or relating to the manufacturetransported, productiondischarged, marketingReleased, commercializationrecycled, distribution or sale of the Product or the ownership, sale, lease arrangement of such activities by or use on behalf 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Purchaser to the extent arising out related to Purchaser’s or any of its Affiliates’ ownership, operation or relating maintenance of the Assets prior to the conduct of the Business Initial Closing Date 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 Seller from and the Selling Affiliates 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 at any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityoff-Site location. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall assumehereby agrees, effective as of 12:00:01 a.m. on the Closing DateClosing, to assume and from and after the Closing Purchaser shall to pay, discharge and perform and discharge when due, all in accordance with their terms only the following Liabilities of the following liabilitiesSeller Entities and Rexam Entities (collectively, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (ia) any and all Accounts Payable, accrued expenses and other current liabilities Liabilities arising out of or relating to the Product, ownership or use of the Acquired Purchased Assets or the operation or conduct of the Business, in either case from and after the Closing, except to the extent that any such Liabilities are Excluded Liabilities or otherwise are the express responsibility of Seller, Rexam, a Seller Entity or a Rexam Entity pursuant to this Agreement; (b) any and all Liabilities relating to the Transferred Business arising Employees with respect to any period (or portion thereof) commencing on or after the Closing Date; (c) (i) any and all Liabilities arising out of the Purchased Entity Employee Benefit Plans and (ii) any other Liabilities related to Employee Benefit Plans allocated to Purchaser as set forth in Article V or otherwise set forth on Schedule 1.3(c); (d) any and all Liabilities in respect to the extent (and only to the extent) required to be performed on or after the Closing Date under any Contract, Permit, approval or authorization constituting part of the Purchased Assets, including, subject to Section 1.13, any lawsuitsand all Purchaser Portion of the Shared Contract Liabilities but excluding the Seller Portion of the Shared Contract Liabilities; (e) any and all Liabilities for any trade, claimsaccount, actions note or proceedings loan payables for goods or services purchased by or provided to the Business from and after the Closing Date; (f) any and all Liabilities to the extent (and only to the extent) relating to Taxes attributable or imposed on the Business or the Purchased Assets for any period (or portion thereof) beginning on or after the Closing Date or that are the responsibility of Purchaser under Article VI other than Excluded Taxes; (g) any and all Liabilities to the extent (and only to the extent) arising out of or relating to any products manufactured at 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, Facilities on or after the Closing Date; (iiih) any and all On-Site 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) whether arising prior to, on or after the Closing Date; (ivi) any and all Liabilities for Taxes to the extent (and only to the extent) arising out of or relating to or violations by Purchaser of, and/or non-compliance by Purchaser with (or, in respect of each case, its Affiliates, including following 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 DocumentsClosing, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (viPurchased Entities) all Environmental Liabilities to the extent arising out of or any Laws relating to occupational safety and health, including the conduct Occupational Safety and Health Administration Act of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to1970, on or after the Closing Date; (viij) all Liabilities under or otherwise solely to the extent provided in Section 4.7, Liabilities arising out of or relating to the Transferred Permits, whether arising prior to, Intercompany Agreements; (k) the other Liabilities set forth on or after the Closing DateSchedule 1.3(k); and (viiil) any and all other Liabilities arising from advance trade credits and rebates (in each case as calculated in accordance with the Closing Statement Methodologies) to the extent (and only to the extent) related to any Purchased Asset. Seller and Purchaser acknowledge and agree that a single Liability may fall within more than one of Section 1.3(a) through Section 1.3(k); such fact does not imply that (i) such Liability shall be transferred more than once or (ii) any duplication of such Liability is required. Seller and Purchaser further acknowledge and agree that any single Liability that falls within any of Section 1.3(a) through Section 1.3(k) may also be transferred through the purchase of the Purchased Equity as well as through a separate transfer of such Liability as listed in this Section 1.3; such fact does not imply that (A) such Liability shall be transferred more than once or (B) any duplication of such Liability is required. The fact that a Liability may be excluded under one clause does not imply that it is not intended to be included under another clause of this Section 1.3. Seller and Purchaser also acknowledge and agree that (except as otherwise expressly provided in Section 1.4 and subject to the provisions of Article IX), any and all Liabilities of Seller and the Selling Affiliates 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 Purchased Entities as 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 any claimand all On-Site Environmental Liabilities and Off-Site Environmental Liabilities of the Purchased Entities, action, suit, arbitration, inquiry, proceeding or investigation shall transfer to Purchaser by or before any Governmental Entitythe transfer of the Purchased Equity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon In further consideration for the terms sale of the Assets, at the Closing, and subject to the other terms and conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on Buyer will satisfy Buyer’s obligations under the Closing Date, Employee Agreement and from will assume and after the Closing Purchaser shall agree to pay, perform and discharge when due, all the liabilities and obligations, of the following liabilitiesevery kind or nature, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than or any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities of its Affiliates arising out of or relating to: (a) the ownership of the Assets and the conduct or operation of the Business prior to the ProductClosing Date, other than the Retained Liabilities; (b) the ownership or use of the Assets by Buyer or the conduct or operation of the Business by Buyer, in each case on and after the Closing Date, including all liabilities, responsibilities and obligations relating to or arising from the following: (i) performance of the Assumed Contracts and Permits included in the Assets and assigned to Buyer at Closing, except that Buyer shall not assume any liabilities or obligations for (x) any breach or default by Seller under any such Contract or Permit occurring or arising prior to the Closing Date or (y) the payment of money with respect to any obligation arising under any such Contract or Permit prior to the Closing Date, except in the case of this clause (y) to the extent (and only to the extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement) (such obligations and liabilities referred to in clauses (x) and (y), the Acquired Assets or “Retained Contract Liabilities”); (ii) (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the extent (and only to the extent) such advances and deposits are reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement), and (y) unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, and to the extent any such individual obligations set forth in this clause (y) exceed $1,000,000.00, as set forth on Schedule 2.2(b)(ii), in each case relating to the Business arising and outstanding on or arising after the Closing Date; (iiiii) all Liabilities the Assumed Environmental Liabilities; (iv) Taxes for periods on and after the Closing Date to the extent Buyer is obligated to pay such Taxes in respect of any lawsuitsaccordance with Article XI; (v) Proceedings based on conduct, claimsactions, actions inaction, facts, circumstances or proceedings conditions arising out of or occurring on or after the Closing Date (whether 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 periods prior to, on or after the Closing Date), including Proceedings arising from or related to any other Assumed Liability; (iiic) all Liabilities for warranty claims obligations 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; liabilities included (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or included, not just limited to those relating primarily to the conduct of Business) as obligations and liabilities 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; Base Statement (vii) all Liabilities under or otherwise as adjusted pursuant to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Final Closing DateStatement); and (viiid) all other Liabilities obligations and liabilities of Seller Buyer and its Affiliates under the Selling Affiliates of whatever kind Employee Agreement. The liabilities, responsibilities and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating obligations to be assumed by Buyer pursuant to this Section 2.2 are hereinafter collectively referred to as the “Assumed Liabilities.” Notwithstanding anything in this Section 2.2 to the conduct of the Businesscontrary, 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser Assumed Liabilities shall not assume include any Excluded Liabilityliabilities, each of which shall responsibilities or obligations expressly stated to be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Retained Liabilities pursuant to Section 2.3.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser NewCo shall assume, effective as of 12:00:01 a.m. on the Closing Date, satisfy and from and after the Closing Purchaser shall pay, perform and thereafter discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Seller and the Selling Pfizer or its Affiliates, other than any Excluded Liability as applicable (the “Assumed Liabilities”): (ia) all Accounts PayableLiabilities under the Assigned Contracts arising after the Closing, accrued expenses and including all unfulfilled binding commitments made prior to the Closing Date to purchase inventory that are scheduled to be delivered or provided thereafter; (b) all other current liabilities Liabilities arising out of from or relating to the Product, the Acquired Purchased Assets or the Business conduct of the Purchased Programs after the Closing, including all Liabilities under, and obligations to comply with, applicable Laws; provided that Assumed Liabilities shall not include any Liability for Excluded Taxes; (c) all Liabilities arising from or relating to the practice by NewCo, its Affiliates or Sublicensees of any Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the Patent and Know-How License Agreement; (d) all Liabilities arising from or relating to the employment or termination of employment of any Prospective Employee on or after the Closing Date (except as provided in Section 2.4(c)(ii)); (e) all Liabilities arising from any lawsuits commenced and claims made after the Closing to the extent resulting from the conduct of the Purchased Programs or the ownership of, or license to, the Purchased Assets after the Closing, including lawsuits and claims arising from the developing, manufacturing, commercializing, distributing, promoting, packaging, importing, marketing, selling or otherwise exploiting any Product after the Closing, including any post-Closing product liability claims, warranty obligations and intellectual property infringement or misappropriation and irrespective of the legal theory asserted; (f) all Liabilities, including but not limited to any obligation to provide any notices, payments or any other benefits due to any Transferred Employees, if any, and any notices due to any Governmental Authority, if any, which may be required as a result of any “employment loss” (as defined under the Worker Notification Law), in each case, caused by NewCo’s actions that occur on or after the Closing Date; (iig) 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 under 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 PostNon-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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Assignable Assets to the extent arising out NewCo receives the benefits 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 Datesuch Non-Assignable Asset; and (viiih) all other Liabilities of Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityset forth in Schedule 2.3(h). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Except as otherwise provided in this Agreement, subject to and in accordance with the terms and subject to the conditions provisions of this Agreement, at the Closing, Purchaser will assume the payment and performance obligations of Seller that accrue following the Closing Date under all Assumed Liabilities, which are listed on Schedule 2.4(a) to this Agreement. Purchaser shall assume, effective as not be liable for or assume any obligations of 12:00:01 a.m. on Seller arising subsequent to the Closing Date, and from and after or any amounts outstanding under any contracts listed on Schedule 2.4(a) which (a) have accrued prior to the Closing Date or (b) relate to businesses other than Seller’s Business. (b) Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall paywill not be liable for any obligations, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) contracts, debts, claims, costs, expenses, agreements or understandings of any kind or nature whatsoever arising from, attributable or related to Seller and or the Selling Affiliatesoperation of its Business or the ownership or use of Seller’s Assets or any Leased Premises, other than any Excluded Liability (the “Assumed Liabilities”): including without limitation (i) all Accounts Payableany such liability arising from events or occurrences prior to the Closing, accrued expenses and other current liabilities (ii) any such liability arising out of the employment, terms or relating conditions of employment, or termination of employment of any Person, or the failure to employ any Person, (iii) any such liability for any period of time for federal, state or local taxes, penalties or interest (including without limitation any property or sales tax liability, penalty or interest) and (iv) any such liability for expenses, debts or obligations incurred within or outside the ordinary course of business. Anything to the Productcontrary contained herein notwithstanding, the Acquired Assets Purchaser shall neither assume nor have any obligations or the Business arising on or after the Closing Date; (ii) all Liabilities liabilities whatsoever in respect of any lawsuitsenvironmental matter, claimsany immigration matter or any employment matter including, actions without limitation, severance, the WARN Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or proceedings arising out of consulting fees, pension, profit-sharing, accrued, earned or relating to the manufactureunused vacation or sick leave, production, marketing, commercialization, distribution health insurance or sale of the Product any other employee 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 employee benefit liabilities in respect of the Product any employees, consultants or independent contractors or any Acquired Asset for Employee Benefit Plan, including, without limitation any Post-Closing Tax Periodcontribution, other than any Excluded Tax Liabilities; (v) all Liabilities for transfertax, documentarylien, salespenalty, usecost, registrationinterest, value added and other similar Taxes and related amounts (including any penaltiesclaim, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claimloss, action, suit, arbitrationdamage, inquirycost assessment, proceeding withdrawal liability, liability to the Pension Benefit Guaranty Corporation (the “PBGC”), liability under Section 412 of the Internal Revenue Code, as amended (the “Code”) or investigation by Section 102 (a)(2) of ERISA or before other similar liability or expense of any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Seller and Purchaser shall not assume become a party to any Excluded Liability, each Employee Benefit Plan as a result of which shall be retained and paid, performed and discharged when due any of the transactions contemplated by Seller and the Selling Affiliates. The term “Excluded Liability” means:this Agreement.

Assumed Liabilities. (a) Upon Subject to Section 1.5, on the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assumewill, effective as of 12:00:01 a.m. on or will cause the Closing Dateapplicable Purchaser Designee(s) to, assume and from and after the Closing Purchaser shall be liable for, pay, perform and discharge as and when due, all of the following debts, claims, liabilities, obligations obligations, damages, fines, penalties, costs or expenses (whether known or unknown, vested or unvested, asserted or unasserted, absolute or contingent, accrued or unaccrued, assessed or unassessed, liquidated or unliquidated, actual or potential, and commitments due or to become due) (each, a “LiabilitiesLiability”) of Seller and the Selling AffiliatesAsset Sellers (collectively, other than any Excluded Liability (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 lawsuits, claims, actions or proceedings arising out of or relating to under 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 claimsBusiness Contracts, including all suitswith respect to Customer Programs, actions or proceedings relating to any such Liabilities, arising out of or relating to but excluding 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 Retained Customer Program Liabilities; (vb) all Liabilities for transfertrade accounts payable, documentaryaccrued expenses, sales, use, registration, value added accrued receipts and other similar Taxes and related amounts (including any penaltiescurrent liabilities, interest and additions in each case to Tax) incurred the extent such Liabilities are of a type included in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”)Closing Net Working Capital; (vic) all Environmental Liabilities to the extent arising out of or relating resulting from any product warranty claim, product return (including ▇▇▇▇-▇▇▇▇▇ and instances where product is not physically re-transferred and where a customer is entitled to the conduct a return as a matter of the Business Law) or the Acquired Assets or the ownershiprecall, sale or lease of any of the Acquired Assetsin each case, whether arising prior to, on at or after the Closing DateClosing, with respect to products that were designed, manufactured, marked, distributed or sold at any time by the Business; (viid) all Liabilities related to the Business arising after the Closing under the Worker Adjustment and Retraining Notification Act, as amended (“WARN Act”) (or otherwise any applicable state Law equivalent) as a result of action taken by Purchaser or its Affiliates after the Closing; (e) all Liabilities to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or resulting from product liability claims made after the Closing Datewith respect to products of the Business that were designed, manufactured, marketed, distributed or sold at any time by the Business; (f) all Liabilities that arise under or are based upon any Environmental Law, including any Liability for (a) any Release of, or exposure to, any Hazardous Substance, (b) any noncompliance with any Environmental Law or (c) any off-site transportation, storage, disposal, treatment or recycling of any Hazardous Substance (collectively, the “Environmental Liabilities”), in each case, to the extent arising out of or resulting from the conduct or operation of the Business or the ownership or operation of any Acquired Asset (including any Leases constituting an Acquired Asset and the Leased Real Property that is the subject thereof); provided that, notwithstanding anything to the contrary herein, in no case shall any Liabilities covered by this Section 1.4(f) or any other provision of Section 1.4 include any Seller Environmental Liabilities; (g) all (i) Transferred HR Liabilities and (ii) Liabilities relating to any workers’ compensation claim for any Transferred Employee for any injury or exposure to the extent such Liability arises out of or results from injury or exposure occurring after the Closing while working for the Business (or the portion of such Liabilities allocable to the period after the Closing, to the extent arising as a result of repetitive activities engaged in by the Transferred Employee before and after the Closing); (h) all Liabilities arising out of or resulting from any causes of action, lawsuits, Judgments, claims or demands to the extent arising out of or resulting from the operation of the Business, except for the action set forth on Exhibit 1.4(h) (the “Assumed Litigation”); (i) without duplication, expansion, limitation or other modification of any of the types of Liabilities set forth in items (a) through (h) above, all Liabilities incurred by Purchaser or a Purchaser Designee to the extent arising out of or resulting from the operation of the Business following the Closing, including Liabilities arising out of or resulting from the use, ownership, operation or resale of the Acquired Assets following the Closing; and (viiij) all other Liabilities of Seller and the Selling Affiliates of whatever kind and nature, primary to be paid or secondary, direct assumed by Purchaser or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating a Purchaser Designee pursuant 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision express terms of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing DateClosing, and from and after the Closing Closing, Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the or any Selling AffiliatesAffiliate, other than any Excluded Liability (the “Assumed Liabilities”):), in each case without further recourse to Seller or any Selling Affiliate: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (i) all Accounts PayableLiabilities arising out of or relating to Purchaser or any of its Affiliates or their respective successors or assigns being the owner or occupant of, accrued expenses and other current liabilities or the operator of any activities conducted at the ▇▇▇▇▇ ▇▇▇▇▇ Facility, at any time on or after the Closing Date; (ii) all Liabilities under or otherwise arising out of or relating to the ProductTransferred Contracts (including all Liabilities arising out of or relating to any termination or announcement or notification of an intent by any party to terminate any such Transferred Contract, but excluding Accounts Payable), but only to the extent such Liabilities thereunder are required to be performed on or after the Closing Date, and do not result from any failure to perform, improper performance, warranty or other breach, default or violation by Seller or any Selling Affiliate prior to the Closing Date; (iii) all Liabilities under Environmental Laws to the extent relating to or arising out of the Acquired Assets, the ownership, sale, use or lease of the Acquired Assets, the ▇▇▇▇▇ ▇▇▇▇▇ Facility, or for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility, arising on or after the Closing Date, other than the Excluded Environmental Liabilities; (iv) all Liabilities to the extent relating to or arising out of (A) the Transferred Permits, including any failure to comply with any Transferred Permit, and (B) any failure of Purchaser to obtain or maintain any Permit required for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the Business ownership, sale, use or lease of the Acquired Assets, in each case arising on or after the Closing Date; (iiv) 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 operation of the Product ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the ownership, sale, use or lease or use of any of the Acquired Assets, arising on or after the Closing Date to the extent they do not relate to events, circumstances or actions occurring or existing prior to the Closing Date; (vi) all accounts payable, accrued expenses and other current Liabilities relating to the Acquired Assets prior to, or operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility arising 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; (ivvii) all Liabilities for Taxes arising out of or relating to or in respect of the Product operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or any the Acquired Asset Assets for any Post-Closing Tax PeriodPeriod (irrespective of when asserted), other than any Excluded Tax Liabilities; (vviii) all Liabilities for transfer, documentary, sales, use, registration, value value-added and other similar Taxes Taxes, notarial tariffs, and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby Transactions (“Transfer Taxes”);; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (viix) all Environmental Liabilities to the extent arising out of or relating to the conduct employment, engagement or termination thereof of any current or former Facility Employee as well as any current or former consultants or independent contractors engaged in connection with 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, ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Closing Date; (vii) all , and including any Liabilities under or otherwise that Purchaser is expressly required to the extent arising out of or relating assume pursuant to the Transferred Permits, whether arising prior to, on or after the Closing DateArticle IX; and (viiix) all other Liabilities of Seller and the or any Selling Affiliates Affiliate of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, in each case to the extent arising out of or relating to the conduct operation of the Business, ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Product or Acquired Assets Closing Date or the ownership, sale sale, use or lease of any of the Acquired Assets, whether arising prior to, Assets on or after the Closing Date, including Liabilities arising out of or relating to any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityEntity in each case to the extent they relate to events, circumstances or actions occurring or existing on or after the Closing Date. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability. Following the Closing, each of which the Seller or any Selling Affiliate shall be retained retain and paidpay, performed perform and discharged discharge the Excluded Liabilities when due by Seller and the Selling Affiliatesdue. The term “Excluded Liability” means, without duplication, the following liabilities of Seller and Selling Affiliates:

Assumed Liabilities. (a) Upon the terms Buyer shall assume and subject agree to the conditions of this Agreementhonor, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform pay and discharge when due, all of due only the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”):), and no others: (ia) all Accounts PayableLiabilities of Seller under the Assumed Contracts, accrued expenses and other current liabilities arising out of or relating but only to the Productextent such Liabilities arise from any event, the Acquired Assets circumstance or the Business arising on or condition occurring after the Closing Date; (iib) all Liabilities in respect of any lawsuitsSeller under the Registrations to be performed after the Closing Date, claims, actions or proceedings arising out of or relating but only to the manufactureextent such Liabilities relate to any event, production, marketing, commercialization, distribution circumstances or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or conditions occurring after the Closing Date; (iiic) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to the Sun Litigation, other than (i) Liabilities that arise as a result of actions taken or omitted by Seller and its Affiliates on or prior to the Closing Date (unless taken or omitted with the consent of Buyer), and (ii) all fees, costs and expenses incurred by or on behalf of Seller or any such of its Affiliates with respect to the Sun Litigation on or prior to the Closing Date (including attorneys’ fees); (d) all other Liabilities (other than Excluded Liabilities, ) arising out of the conduct of the Business or arising out of or relating related to the Product) whether arising prior toAssets, on but in each case solely to the extent such Liabilities are incurred or relate to events, circumstances, conditions, actions or activities occurring after the Closing Date, including, without limitation, any product liability, product warranty, product return, charge-back, rebate or Medicaid, Medicare or other reimbursements, or similar claim, related to the CV Products sold after the Closing Date; (ive) all [****]* (f) all Liabilities for Taxes arising out of or relating to or in respect Taxes attributable to ownership 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 Assets 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct 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 Date; and (viii) all other Liabilities of Seller and the Selling Affiliates 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 during periods beginning after the Closing Date, including but not including, for the avoidance of doubt, Taxes that are payable after the Closing Date relating to taxable periods, or portions thereof, ending on or prior to the Closing Date, determined, in the case of any claimperiod that includes but does not end on the Closing Date, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.on a pro rata per diem basis; and (bg) Notwithstanding all costs and expenses incurred after the Closing Date in connection with or related to the[****]*, including without limitation, any other provision of this Agreementand all work or agreements related thereto, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:[****]*relating to the [****]*, [****]*.

Assumed Liabilities. (a) Upon the terms and subject Anything in this Agreement to the conditions of this Agreementcontrary notwithstanding, Purchaser shall assume, effective as of 12:00:01 a.m. on at the Closing Date, and from and after the Closing Purchaser Buyer shall pay, perform and discharge when due, all not assume any liability or obligation of any nature of the following liabilitiesSellers (or the Seller Subsidiary) whatsoever, obligations and commitments except for those liabilities that are set forth on Schedule 2.1 (“Liabilities”) of Seller and the Selling Affiliatescollectively, other than any Excluded Liability (the “Assumed Liabilities”):). For the avoidance of doubt, except as set forth on Schedule 2.1 the Buyer shall have no liability with respect to the following claims, liabilities or obligations: (ia) all Accounts PayableAny liability or obligation of the Sellers or the Seller Subsidiary; (b) Any Tax liability of any other Person for which the Sellers or the Seller Subsidiary are or may be liable, accrued expenses and by operation of Law, as a transferee or successor, by Contract, or otherwise; (c) Any claims, liabilities or obligations of the Sellers under this Agreement or any Contract to be entered into pursuant hereto; (d) Any claims, liabilities or obligations of the Sellers or the Seller Subsidiary under any Contract other current liabilities arising out of than as expressly set forth in Schedule 2.1, notwithstanding that such Contract may be disclosed in the Seller Disclosure Schedule or relating otherwise known to the Product, Buyer or that a Seller’s or the Seller Subsidiary’s claims and rights under such Contract may be included in the Acquired Assets Assets; (e) Any claims, liabilities or obligations of the Sellers or the Business arising on Seller Subsidiary with respect to the employment of any employee or group of employees, or the terms thereof, whether union or nonunion, whether the claim, liability or obligation calls for performance or observance before, at or after the Closing Dateand whether the claim, liability or obligation arises from a collective bargaining agreement or other form of Contract (whether oral or written and whether express or implied in fact or in law) or any past practice or custom or otherwise, it being understood and agreed that the Buyer will itself be specifying the terms on which it offers employment to any individual to whom it, in its sole discretion, chooses to offer employment and will not be bound by any term of employment in effect at or at any time prior to the Closing; (iif) all Liabilities in respect of any lawsuitsAny claim, claims, actions liability or proceedings obligation arising out of from or relating related 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, the Acquisition and the other 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 (viiig) all other Liabilities of Seller and Any fee or expense to be borne by the Selling Affiliates of whatever kind and nature, primary Sellers pursuant to Section 13.1. Any liability or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct obligation of the Business, the Product or Acquired Assets Sellers or the ownershipSeller Subsidiary, sale or lease of any of other than the Acquired AssetsAssumed Liabilities, whether arising prior to, on or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and referred to herein as the Selling Affiliates. The term “Excluded Liability” means:Liabilities”.

Assumed Liabilities. (a) Upon Subject to the terms and subject conditions set forth herein, Buyer shall assume and agree to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, due any and all Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of each Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities or its Subsidiaries arising out of or relating to the ProductBusiness or the Transferred Assets, other than the Excluded Liabilities (collectively, the Acquired “Assumed Liabilities”) (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, the following: (a) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and after the Closing Date solely (i) to the extent such Liabilities actually arise out of or relate to the ownership, operation or use of the Transferred Assets or the conduct of the Business on or after the Closing Date or (ii) to the extent such Liabilities are within the scope of any representation or warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be unavailable as a result of any limitations on indemnification set forth in Article VIII); (b) all Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date; (c) all Liabilities required to be performed on or after the Closing arising under the Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of Buyer’s portion of the Shared Contracts; (d) all Liabilities to the extent relating to Taxes attributable to or imposed on the Business or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date (determined, if applicable, in accordance with Section 6.05), and all Transfer Taxes for which Buyer is responsible pursuant to Section 6.05; (e) all Liabilities relating to employment of, or employee benefits, compensation or other arrangements with respect to, any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) arising on or after the Closing Dateand all Liabilities expressly assumed by Buyer pursuant to Section 6.01; (f) the Liabilities arising under Pre-Closing Warranty Claims except to the extent set forth in Section 6.28; (g) without limiting any obligations under the Transition Services Agreement, all Liabilities (including the costs and expenses of coverage and administration, benefit claims and Proceedings and Taxes) arising out of, related to or in connection with, (i) the eligibility or participation of Business Employees (or any dependent or beneficiary thereof) in, or compensation or benefits provided to any Business Employee (or any dependent or beneficiary thereof) under, any Benefit Plan following the Closing, and (ii) any change to the terms and conditions of the UK Business Employees following the Closing; and (h) all Liabilities in respect of any lawsuitsClaim arising in, claims, actions or proceedings arising out of or relating to the manufactureto, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease operation or use of any conduct of the Acquired Assets prior to, Business 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityClosing. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall assumeincluding, effective as without limitation, the transfer of 12:00:01 a.m. the Purchased Assets to Purchaser, on the Closing Date, and from and after the Closing Purchaser shall assume, and thereafter honor and fully and timely, pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the Selling Affiliatesfollowing, other than any Excluded Liability to the extent that such liabilities, duties, responsibilities and obligations arise or accrue after close of business on the Closing Date (collectively, 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 DateThe Liabilities; (ii) all Liabilities in respect All of any lawsuits, claims, actions or proceedings arising out of or Seller’s duties and responsibilities relating to the manufactureDeposit Liabilities, productionincluding, marketingwithout limitation, commercialization, distribution or sale of with respect to (x) the Product or the ownership, sale, lease or use abandoned property laws of any of the Acquired Assets prior to, on state or after the Closing Date(y) any other applicable law; (iii) all Liabilities for warranty claims Any of Seller’s accrued and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating unpaid expenses related to the Product) whether arising prior tooperations of the Business which accrue after the Closing Date, on or after including, without limitation, the cost and expenses of any data processing. Seller shall be responsible for and pay all expenses related to the operations of the Business which accrue through the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of Seller’s obligations 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 Assumed Contracts (including any penaltiesthe Supplemental Retirement Plans), interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out that such liabilities, duties, responsibilities and obligations arise or accrue after close 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, business on or after the Closing Date; (viiv) Any and all other liabilities and obligations relating to, or arising out of, the Purchased Assets or Assumed Liabilities under to be performed after the Closing or otherwise arising out of the operation of the Branches and ATMs from and after the Closing Date, but only to the extent arising out that such liabilities or obligations arise or accrue after the close of or business on the Closing Date; (vi) The participation obligations relating to the Transferred Permits, whether arising prior to, Letters of Credit to the extent contemplated by Section 10.6; and (vii) All direct and indirect liabilities (1) provided in Section 8.4 of this Agreement to be assumed by Purchaser and its Affiliates and (2) created or incurred on or after the Closing Date; and (viii) all other Liabilities of Seller and Date in connection with the Selling Affiliates 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, Business on or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityDate relating to the Transferred Employees. (b) Notwithstanding any other provision of Except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any Excluded Liabilityduties, each responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise, including, without limitation, with respect to (i) Taxes related to the direct or indirect ownership or operation of the Purchased Assets and the Business, Taxes imposed as a result of the sale or transfer of the Purchased Assets and the Business pursuant to this Agreement, Taxes imposed on Seller or Parent and any consolidated, combined, or unitary group of which shall be retained and paid, performed and discharged when due by Seller is a member on account of the sale or transfer of the Purchased Assets and the Selling AffiliatesBusiness pursuant to this Agreement, and any liability of Seller or Parent for the unpaid Taxes of any Person under Treas. The term “Reg. § 1.502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (ii) the Excluded Liability” means:Contracts, (iii) the Fiserv Settlement Amount, (iv) the I-Pay Settlement Amount, (v) the ▇▇▇▇▇ Claim or (vi) the litigation disclosed in Schedule 5.5 hereof. Seller shall use reasonable efforts to obtain any necessary third party consents to the transfer of the Assumed Liabilities to Purchaser, including but not limited to any such consents necessary to transfer any ▇▇▇ or custodial accounts to Purchaser.

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assume(including, effective as where applicable, through a Country-Specific Purchaser) assume and agree to pay, honor, discharge and perform in full when due all Liabilities of 12:00:01 a.m. each Seller and its Affiliates (other than the Transferred Entities) to the extent relating to or arising out of the conduct of the Business or the ownership, use or operation of any Transferred Assets, in each case whether arising before, on or after the Closing (but excluding the Excluded Liabilities, which shall be retained by Sellers) (collectively, the “Assumed Liabilities”), including the following Liabilities: (i) all Liabilities of any Seller arising under the Transferred Contracts and open purchase orders; (ii) all Liabilities of any Seller arising under the Transferred Real Property Leases; (iii) all Liabilities for allowances, credits or adjustments to which customers of the Business may be entitled; (iv) subject to the provisions of Section 8.2(a), all Liabilities relating to product warranty or product liability claims related to the Business or the Transferred Assets (including the Business Products); (v) all Liabilities relating to pending claims or litigation related to the Business or the Transferred Assets; (vi) all Liabilities arising under or in respect of the Transferred U.S. Benefit Plans, the Transferred Foreign Benefit Plans, or any of the Labor Contracts, in each case only to the extent provided in Section 5.9; (vii) all Liabilities relating to the Transferred U.S. Employees and the Transferred Non-U.S. Employees (excluding, subject to Section 5.9, any Liabilities arising in connection with or relating to any U.S. Benefit Plan or Foreign Benefit Plan other than Transferred U.S. Benefits Plans and Transferred Foreign Benefit Plan); (viii) all (x) accounts payable, accrued expenses and Indebtedness of any Seller or Transferred Entity owed to any other Transferred Entity or other part of the Business, (y) accounts payable relating to the Transferred Assets, and (z) trade accounts payable of the Business (including any trade accounts payable owed to any of the Sellers or their respective Affiliates), in the case of clause (z), only to the extent taken into account and reflected in the Closing Working Capital; and (ix) all Liabilities relating to Taxes that are specifically assumed by, or allocated to, Purchaser pursuant to Section 5.14. (x) subject to the provisions of Section 8.2(a), all Liabilities related to the possession, occupation, operation, or maintenance of the Transferred Real Property and the real properties subject to the Transferred Real Property Leases, whether arising or accruing before, on or after the Closing Date, and from and after the Closing Purchaser shall paywhether such Liabilities relate to conditions that existed before, perform and discharge when dueon, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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; (iixi) subject to the provisions of Section 8.2(a), 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; Business arising under Environmental Laws (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities except 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 such Liabilities are deemed Excluded 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySection 1.4(b)(ii)). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall assumeincluding, effective without limitation, the transfer of the Purchased Assets to Purchaser, as of 12:00:01 a.m. the close of business on the Closing Date, and from and after the Closing Purchaser shall assume, pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the Selling Affiliatesfollowing liabilities of Seller, other than any Excluded Liability to the extent that such liabilities, duties, responsibilities and obligations arise or accrue after the close of business on the Closing Date (collectively, 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 DateThe Deposit Liabilities; (ii) all Liabilities in respect All of any lawsuitsSeller’s obligations under the Assumed Contracts and the Transferred Intellectual Property Licenses, claims, actions or proceedings arising out of or relating only to the manufactureextent that such liabilities, productionduties, marketing, commercialization, distribution responsibilities and obligations arise or sale accrue after the close of business on the Product Closing Date and excluding any contingent liabilities (including Taxes) related thereto that existed or the ownership, sale, lease or use of any of the Acquired Assets are directly related to circumstances that existed prior to, on or after to the Closing Date; (iii) all Liabilities for warranty claims All liabilities and product liability obligations relating to, arising from or similar claimsin connection with the Hired Employees and their employment, including all suitscompensation, actions or proceedings relating to any such Liabilitiesbenefits, arising out of or relating to the Product) whether arising prior toseverance, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or workers compensation and welfare benefit claims and employment-related liabilities, 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 each case 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities solely 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 accruing from employment with Purchaser after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out close of or relating to the Transferred Permits, whether arising prior to, business on or after the Closing Date; and (viiiiv) Any and all other liabilities and obligations relating to, or arising out of, the Purchased Assets or Assumed Liabilities to be performed after the Closing or arising out of Seller and the Selling Affiliates operation of whatever kind and naturethe Branches after the Closing Date, primary or secondary, direct or indirect, absolute or contingent, whether known or unknown, whether asserted or not accruedunasserted, arising out of whether accrued or relating unaccrued, whether contingent or otherwise, but only to the conduct extent that such liabilities or obligations arise or accrue due to any act or omission occurring after the close of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, business on or after the Closing Date; provided that, including any claimin the event that Seller has not paid vacation accruals to Hired Employees, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityPurchaser will assume responsibility for accrued vacation liability to Hired Employees only to the extent that Seller transfers cash to Purchaser equal to all vacation time accruals for Hired Employees. (b) Notwithstanding any other provision of Except for the Assumed Liabilities, and except as otherwise set forth in this Agreement, Purchaser and its Affiliates shall not assume or be bound by any Excluded Liabilityduties, each responsibilities, obligations or liabilities of which shall be retained and paidany kind or nature, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreementcontained herein, Purchaser Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, assume all of the following liabilities, current obligations and commitments (“Liabilities”) liabilities of Seller and the Selling Affiliates, other than any Excluded Liability set forth on attached EXHIBIT E (the “"Assumed Liabilities”): (i) all Accounts Payable"), accrued expenses which shall set forth the obligations and other current liabilities arising out being assumed as of or relating to April 30, 1998. Buyer shall also assume the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect liabilities 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 Agreementthe ordinary course of Seller's business between April 30, any of the Other Transaction Documents, the Acquisition 1998 and the other 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 provided, however, that no liabilities or obligations relating to obsolete inventory, or unrecorded or unwritten commitments to customers or distributors shall be assumed by Buyer. Buyer shall not assume and shall under no circumstances be responsible for, and Seller shall retain and be responsible for, any liabilities or obligations of Seller and related to the Selling Affiliates Assets of whatever kind and natureSeller or Parent whatsoever, primary regardless of amount, character or secondarydescription, direct or indirectwhether accrued, absolute or contingent, determined, undetermined, known or unknownunknown or otherwise, whether including (without limitation) any obligation or not accrued, liability whatsoever arising out of or relating to from the conduct of the Business, the Product Seller's business or Acquired Assets Parent's business at or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after to the Closing DateDate other than the Assumed Liabilities. Furthermore, including and without limiting in any claimway the foregoing, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser Buyer shall not assume and shall under no circumstances be responsible for, and Seller shall retain and be responsible for, any Excluded Liabilityliabilities or obligations of Seller related to the employees, each consultants and contractors of which Seller or Parent whatsoever, regardless of amount, character or description, or whether accrued, contingent, determined, undetermined, known or unknown or otherwise, including (without limitation) any obligation or liability whatsoever arising from any employment event or from any employment, consulting or contracting agreement related to the periods or entered into prior to the Closing. Without limiting the breadth of the foregoing provisions, Seller shall retain and be retained and paidresponsible for, performed and discharged when due any liabilities or obligations of Seller arising from any representation by Seller or Parent concerning payment of any salary continuation, any representation by Seller or Parent concerning extension of any termination date, any representation by Seller or Parent concerning payment of any termination allowance, any representation by Seller or Parent concerning payment of any retention allowance, any representation by Seller or Parent concerning payment of any accrued benefit and the Selling Affiliates. The term “Excluded Liability” means:any representation by Seller or Parent concerning any continuation of any fringe benefit.

Assumed Liabilities. (a) Upon the terms Closing, Buyer shall assume and subject agree to the conditions of this Agreementhonor, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform pay and discharge when due, all of due only the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”):), and no others: (ia) all Accounts PayableLiabilities of Seller under the Assumed Contracts, accrued expenses and other current liabilities arising out of or relating but only to the Productextent such Liabilities arise from any event, the Acquired Assets circumstance or the Business arising on or condition occurring after the Closing Date; (iib) all Liabilities in respect of any lawsuitsSeller under the Registrations to be performed after the Closing Date, claims, actions or proceedings arising out of or relating but only to the manufactureextent such Liabilities relate to any event, production, marketing, commercialization, distribution circumstances or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or conditions occurring after the Closing Date; (iiic) all other Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such (other than Excluded Liabilities, ) arising out of or relating related to the Product) whether arising prior toAssets, on but in each case solely to the extent such Liabilities are incurred or relate to events, circumstances, conditions, actions or activities occurring after the Closing Date, including any product liability, product warranty, product return, charge back, rebate or Medicaid, Medicare or other reimbursements, or similar claim, related to the Product sold after the Closing Date; (ivd) all Liabilities for Taxes arising out of or relating to or in respect Taxes attributable to ownership 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, the Acquisition and the other 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 during periods beginning after the Closing Date; (vii) all Liabilities under or otherwise to , but not including, for the extent arising out avoidance of or doubt, Taxes that are payable after the Closing Date relating to the Transferred Permitstaxable periods, whether arising prior toor portions thereof, ending on or after prior to the Closing Date; and (viiie) all other the payment Liabilities and royalty and adverse event reporting and record-keeping obligations of Seller under the Retained Contracts which relate to the rights licensed to Buyer pursuant to Section 2.1(a)(ii), namely the [**] Dollar ($[**]) per vial royalty payable pursuant to Section 8.1(b) of the Amended and Restated License and Supply Agreement dated as of February 16, 2004 between Seller and SEP International, AG, as amended, the requirements of Section 3.3 of such Amended and Restated License and Supply Agreement and the Selling Affiliates [**] percent ([**]%) to [**] percent ([**]%) royalty on net sales payable pursuant to Section 4(ii) of whatever kind the Letter Agreement dated as of May 15, 2007 between Seller and natureClinic Barcelona Hospital Universitari, 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 of the Businessextent such payment Liabilities arise from any event, the Product circumstance or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or condition occurring after the Closing DateDate (collectively, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which the “Assumed Retained Contract Obligations”). Buyer shall be retained permitted to report and paidpay such Assumed Retained Contract Obligations directly to the applicable payee in accordance with each Retained Contract. Notwithstanding the foregoing, performed and discharged when due by the parties acknowledge that they do not believe that any royalties will be owed to Clinic Barcelona Hospital Universitari under the Letter Agreement dated as of May 15, 2007 between Seller and the Selling Affiliates. The term “Excluded Liability” means:Clinic Barcelona Hospital Universitari.

Assumed Liabilities. (a) Upon Subject to the terms and subject to conditions set forth herein, effective at the conditions of this AgreementClosing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, hereby assumes and from and after the Closing Purchaser shall agrees to pay, perform and discharge when due, discharge: (a) all of the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Seller under the Specified Contracts (including all royalty and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, milestone payments 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; under (x) [*], but only to the extent such Liabilities (i) relate to the ownership of or conduct relating to the Purchased Assets or the Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date; (b) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacturePurchased Assets or the Products, productionbut only to the extent such Liabilities (i) relate to the ownership of or conduct relating to the Purchased Assets or the Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date, marketingincluding (A) all post-marketing approval studies, commercialization, distribution or sale commitments and regulatory requirements of the Product FDA or any other Governmental Entity, (B) except as otherwise provided in the ownershipPharmacovigilance Agreement, sale, lease all pharmacovigilance activities for the Products and (C) all conduct of Purchaser or use of any of the Acquired Assets prior to, on or its Affiliates after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings regardless of whether relating to the continuation of any such Liabilitiesarrangements initiated by or on behalf of Seller prior to the Closing); (c) Purchaser’s portion of Transfer Taxes under Section 6.1; (d) any Taxes imposed with respect to, arising out of or relating to the Product) whether arising prior to, on Specified Business 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 Purchased Assets for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; ; (ve) 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 employment or service of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Transferring Employees with Purchaser or any Affiliate of Purchaser to the extent arising out of or relating to at any time following the conduct of Closing, including (i) salary, employee benefits and incentive compensation incurred, and any paid time off accruing, at any time following the Business or the Acquired Assets or the ownershipClosing, sale or lease of and (ii) any of the Acquired Assetsobligations for severance, whether arising prior toretention payments and benefits, on or after the Closing Date; (vii) all Liabilities under or otherwise and similar payments and benefits to the extent arising out following the Closing (which, for the avoidance of doubt, shall not include the Excluded Payroll Obligations); (f) all retention and similar payments owed to the Transferring Employees, incurred as a result of or relating to following the Transferred Permitstransactions contemplated hereby (whether alone or in connection with concurrent or subsequent events); (g) any employment, service, compensation or benefit arrangements implemented by, or at the request or direction of, Purchaser or any of Purchaser’s Affiliates at any time whether arising prior to, on as of, or after following the Closing Date(including any offer of employment or engagement with Purchaser or any Affiliate of Purchaser made prior to the Closing pursuant to this Agreement or otherwise); and (viiih) all other Liabilities the employer portion of Seller any payroll, social security, employment, unemployment or similar Taxes arising from or incurred or accrued with respect to any amounts described in this Section 2.3; (i) [*]; and (j) with respect to any Action alleging unlawful conduct with respect to the Specified Business, Purchased Assets or Products that occurred exclusively following Closing, the full liability for such Action, or where such unlawful conduct is alleged to have occurred both in the period prior to Closing and the Selling Affiliates 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 Businessperiod following Closing, the Product or Acquired Assets or liability for such Action in proportion to Purchaser and its Affiliates’ relative unlawful conduct (based on the ownershiprespective time periods of such conduct and associated liabilities) ((a) through (j) collectively, sale or lease of any of the Acquired Assets“Assumed Liabilities”); provided that, whether arising prior to, on or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser Assumed Liabilities shall not assume include any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:liabilities set forth on Schedule 2.4.

Assumed Liabilities. Buyer hereby assumes and agrees to undertake, pay, perform and/or discharge only (ai) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and Liabilities arising from and after the Closing Purchaser shall payDate pursuant to the Contracts set forth on Schedule 1(c)(i) and Schedule 1(c)(ii) attached hereto and the Leases set forth on Schedule 1(f)(i) and Schedule 1(f)(ii) attached hereto, perform but in each case only to the extent the Contract and/or Lease is not in default and discharge when due, all only to the extent that the Liability relates to the performance of the following liabilitiesapplicable Contract and/or Lease by Buyer or its assignee after the Closing and from a set of circumstances that began after the Closing, obligations and commitments (“Liabilities”ii) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating monthly lease rentals related to the ProductLeases arising from and after the Effective Date, but in each case only to the Acquired Assets or extent the Business arising Lease is not in default and only to the extent that the monthly lease rental relates solely to the period after the Effective Date (iii) any expenses incurred to purchase inventory for the period after the Effective Date (with the understanding that all purchases of inventory on or after the Effective Date shall be owned by the Buyer), and (iv) any liabilities related to wages and/or salaries of the Employees (who are Employees during the period between the Effective Date and the Closing Date; ) incurred after the Effective Date (ii) all Liabilities in respect collectively, the "Assumed Liabilities"). For purposes of this Agreement, the term "Liability" shall mean any commitments, debts, liabilities, obligations (including contract and capitalization lease obligations), indebtedness, accounts payable, accrued expenses of any lawsuitsnature whatsoever, claimslosses, 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 damages and costs (whether any of the Acquired Assets prior toforegoing are known or unknown, on secured or after the Closing Date; (iii) all Liabilities for warranty claims and product liability unsecured, asserted or similar claimsunasserted, including all suits, actions absolute 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, the Acquisition and the other 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 Seller and the Selling Affiliates of whatever kind and nature, primary or secondarycontingent, direct or indirect, absolute accrued or contingentunaccrued, known liquidated or unknown, whether unliquidated and/or due 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 Datebecome due), including any claim, action, suit, arbitration, inquiry, proceeding liability or investigation by or before any Governmental Entityobligation for Taxes. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of assume the following liabilitiesLiabilities of Epod UK or Parent, obligations and commitments as applicable (“Liabilities”) of Seller and the Selling Affiliatescollectively, other than any Excluded Liability (the “Assumed Liabilities”): (ia) The purchase orders as of the Closing Date from Epod UK’s customers regarding the Products, accepted in the ordinary course of the Business. (b) The purchase orders of Epod UK as of the Closing Date to its suppliers regarding the Business, so long as such purchase orders were accepted in the ordinary course of the Business as conducted by Epod UK and contain pricing and other terms which are usual and ordinary in the normal course of the Business. (c) All executory duties and obligations of Epod UK (and, as applicable, the Parent) under all of the Assumed Contracts as provided in the Assignment and Assumption of Contract Agreement attached hereto as Exhibit C. (d) The outstanding balance of all of Epod UK’s trade debt Liabilities incurred prior to the Closing Date in the ordinary course of the Business, as set forth on Schedule 5.02(d) . (e) All warranties and service obligations arising after the Closing Date with respect to any Products sold by Epod UK prior to the Closing Date. (f) All accrued and unpaid property Taxes as of the Closing Date on the Acquired Assets. (g) All sales and use Taxes due with respect to all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, Receivable included in the Acquired Assets or Assets, and all other accrued and unpaid sales and use Taxes due as of the Business Closing Date. (h) All of Epod UK’s obligations under existing benefit plans arising on or after the Closing Date;. (i) The warrants (the “Warrants”) issued to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Parent Investor”) by the Parent which warrants shall, as of the Closing Date and under their own terms, automatically be deemed warrants to purchase solely shares of Common Stock of the Buyer. (j) The secured convertible debentures (the “Debentures”) issued to the Parent Investor by the Parent which Debentures shall, as of the Closing Date and under their own terms, automatically be deemed to be convertible solely into shares of Common Stock of the Buyer. (k) Those certain (i) (A) debenture, and (B) guaranty and indemnity, between Epod UK and the Parent Investor, and (ii) all (A) Share Pledge Agreement, and (B) Non-Recourse Guaranty, between Mr. Michael Matvieshen and the Parent Investor, evidencing the security interest granted to the Parent Investor to secure the Parent’s obligations under the Debentures. (l) The warrants (the “Financial Advisor Warrants”) issued to Baneberry Capital Corp. and CCI Financial Group Inc. by the Parent which Financial Advisor Warrants shall, as of the Closing Date and under their own terms, automatically be deemed warrants to purchase solely shares of Common Stock of the Buyer. (m) 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 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 Indebtedness of the Other Transaction Documents, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityEpod UK for borrowed money. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. 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, Purchaser Buyer (and/or one or more of its designated Subsidiaries) shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing Purchaser shall pay, perform agree to satisfy and discharge when due, all of the following liabilitiesLiabilities, obligations and commitments except to the extent such Liabilities constitute Excluded Liabilities (“Liabilities”) of Seller and the Selling Affiliatescollectively, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts PayableLiabilities arising out of or relating to any Acquired Asset or the operation of the Business incurred or accrued after the Closing, accrued expenses and other current liabilities including all Liabilities arising out of or relating to the design, manufacture, testing, marketing, Labeling, distribution, use or sale of any Products on or after the Closing; (b) all Liabilities to suppliers for materials and services related solely to the Business ordered prior to the Closing, but scheduled to be delivered or provided thereafter, and all Liabilities to customers under purchase orders received for Products that have not yet been shipped at the Closing; (c) subject to Section 2.5, all Liabilities under any Business Contracts, IP Contracts or any other Contracts that are assigned to Buyer hereunder at or subsequent to the Closing, including volume rebate obligations (but excluding, for the avoidance of doubt, any Liabilities that relate to any breach, default or violation thereunder by Seller Parent or any Affiliate of Seller Parent prior to the Closing); (d) all Liabilities with respect to returns of Products sold after the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product, ; (e) all Liabilities with respect to the employment by Buyer or a Subsidiary of Buyer of the Transferred Employees following the Closing; (f) all Liabilities under any Permits or Regulatory Registrations included in the Acquired Assets arising out of or relating to the Business arising period beginning at the Closing; (g) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with the Products sold on or after the Closing Date; (iih) all Liabilities in respect of involving any lawsuitsproduct recalls, claims, actions adverse events or proceedings arising out of or relating similar events related 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, Business with respect to Products sold on or after the Closing Date; (iiii) all Liabilities for warranty claims (i) Transfer Taxes of Buyer as described in Section 8.1 and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating (ii) Taxes (other than Transfer Taxes) attributable to the Product) whether arising prior to, on Acquired Assets or after the Closing Date; (iv) all Liabilities for Taxes arising out of operations or relating to or in respect the income of the Product or any Acquired Asset Business 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, the Acquisition and the other 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 (viiij) all other the Liabilities of Seller and the Selling Affiliates 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 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 period following the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitywith respect to the clinical studies identified on Schedule 2.3(j). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject Buyer agrees to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, assume all of the following liabilitiesobligations of the Seller under the Intellectual Property Licenses transferred by Seller to Buyer hereunder; provided, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliateshowever, other than that Buyer assumes no liability under any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities Intellectual Property License arising out of or relating to the Productacts or omission of Seller, the Acquired Assets conduct of the business or operations of Seller, or the Business arising on or after failure to obtain any consent necessary to transfer any Intellectual Property License (collectively, the Closing Date; (ii) “Assumed License Liabilities”). Buyer agrees to assume all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or obligations relating exclusively to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or Buyer’s use of any of the Acquired Assets prior toIntellectual Property Authorizations pursuant to the exercise of Buyer’s rights to use such Intellectual Property Authorizations as set forth in Section 1.1. above (collectively, on or after the Closing Date; (iii) all Liabilities for warranty claims “Assumed Intellectual Property Authorization Liabilities” and product liability or similar claims, including all suits, actions or proceedings relating to any such collectively with the Assumed License Liabilities, arising out the “Assumed Liabilities.” For the avoidance of doubt: (i) except with respect to the Assumed Intellectual Property Authorization Liabilities, Buyer shall assume no obligation, responsibility or liability relating to the Product) whether arising prior toIntellectual Property Authorizations, on and Seller shall retain the right, in its sole discretion, to continue or after the Closing Date; (iv) discontinue all Liabilities Intellectual Property Authorizations, and shall remain responsible for Taxes arising out of all obligations, responsibilities 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or liabilities relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, Intellectual Property Authorizations 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 Seller and the Selling Affiliates 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, and (ii) the parties acknowledge that Buyer does not assume any obligation, responsibility or liability relating to the Regulatory Data, including without limitation, any claim, action, suit, arbitration, inquiry, proceeding responsibility to update or investigation by or before maintain any Governmental EntityRegulatory Data. (b) Notwithstanding any other provision Upon the sale and purchase of this Agreementthe Mammography Intellectual Property, Purchaser except for the Assumed Liabilities, Buyer shall not assume and shall not be liable for any Excluded Liabilitydebt, each obligation, responsibility or liability of which Seller or any affiliate of Seller, or any claim against any of the foregoing, whether known or unknown, contingent or absolute, asserted or unasserted, or otherwise (all such liabilities of Seller, the “Retained Liabilities”). Seller shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:remain responsible for such Retained Liabilities.

Assumed Liabilities. (a) Upon the terms From and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on after the Closing Date, and from and after the Closing Purchaser Buyer shall pay, perform and discharge discharge, as and when duedue or as may otherwise be agreed between Buyer and the obligee, all of the following liabilities, obligations and commitments (“Assumed Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the . The “Assumed Liabilities”):” are specifically as follows: (a) all Liabilities of Sellers set forth on Schedule 2.4(a), which may be amended by Buyer in its sole and absolute discretion to include any or all of Seller’s employee benefits plans (including 401(k) plans) on or prior to the date that is five (5) days prior to the Closing; (b) all Liabilities under the Purchased Contracts accruing after the Closing; (c) all Liabilities arising from the sale of Products after the Closing pursuant to product warranties, product returns and rebates; (d) all Liabilities with respect to the Business or the Purchased Assets arising after the Closing, including all Employee Obligations to any Buyer Employee arising out of such Employee’s employment by Buyer or its Affiliates; (e) [Intentionally Omitted]; (f) all Liabilities under Sellers’ gift cards relating to the Business; (g) all Liabilities (including all liens, security interests or other encumbrances associated therewith) constituting Prepetition First Lien Obligations and the Unpaid Postpetition DIP Obligations, in each case, which shall be governed by the Restructured First Lien Credit Agreement from and after the Closing; (h) all Liabilities (including all liens, security interests or other encumbrances associated therewith) constituting $10,000,000 of Prepetition Second Lien Obligations, which shall be governed by the Restructured Second Lien Credit Agreement from and after the Closing; (i) all Accounts Payableunused vacation, accrued expenses sick leave and other current liabilities arising out paid time off earned and accrued as of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing DateDate by Buyer Employees; (iij) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution amounts required to be paid 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 Dateotherwise satisfied by Buyer hereunder; (iiik) all any WARN Act 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 following the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.as provided in Section 2.7(c)(ii); (bl) Notwithstanding any other provision of all costs pursuant to the Designation Rights Budget to the extent set forth in Section 2.7(c); and (m) subject to Section 9.1(g), the Cure Amounts, as determined by the Bankruptcy Court, if any, necessary to cure all defaults, if any, and to pay all actual or pecuniary losses that have resulted from such defaults under the Purchased Contracts assumed and assigned to Buyer in accordance with this Agreement. Sellers have provided to Buyer a schedule set forth on Schedule 2.4(m) setting forth a good faith estimate as of the date hereof of all Cure Amounts for all Purchased Contracts, Purchaser which schedule the Sellers shall update on or prior to the date that is ten (10) days prior to the Closing Date. Buyer’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Sellers had this Agreement not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:been consummated.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser and the Purchasing Subs shall assume, effective as of 12:00:01 a.m. on assume from the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling AffiliatesSubs and thereafter pay, other than perform or otherwise discharge in accordance with their terms, and shall indemnify the Seller, the Selling Subs and their Affiliates from all of the liabilities and obligations (of any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payablenature or kind, and whether based in common Law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued expenses or unaccrued, liquidated or unliquidated, real or potential) of the Seller 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 Subs 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 Liabilities, arising out of or relating to to, the Productownership, possession or use of the Acquired Assets and the operation of the Business other than the Excluded Liabilities, but including without limitation, other than the Excluded Liabilities the following: (i) liabilities and obligations with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business and arising after the Closing Date, (ii) liabilities and obligations, whether arising prior to, on before 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 Agreementthe Owned Real Property, the real property subject to Real Property Leases, the real property owned or leased, directly or indirectly, by any Transferred Sub or the operation of the Business (including liabilities and obligations arising under Environmental Laws (or other Laws) that relate to violations of Environmental Laws, including imposing liabilities or obligations for, activities conducted at, from or in connection with any of the Other Transaction Documentsforegoing, including exposure to the migration of materials from the foregoing); (iii) liabilities and obligations arising from any violation of Environmental Laws by the Purchaser, the Acquisition and the other 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 Purchasing Subs 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, Subs first occurring on or after the Closing Date; and (viiiiv) all other Liabilities liabilities and obligations in respect of Seller the Assigned Contracts and Leases to the Selling Affiliates of whatever kind extent set forth in Section 1.4; (v) liabilities and nature, primary obligations in connection with 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, requirement on or and after the Closing DateDate that Purchaser obtain Financial Assurance that complies with the requirements of the Governmental Entities with jurisdiction over the Owned Real Property or the real property subject to Real Property Leases or the real property owned or leased by any Transferred Sub or any subsidiary of any Transferred Sub; (vi) liabilities which are included as part of the Working Capital; and (vii) the liabilities as of the Closing Date of any Transferred Sub or any subsidiary of any Transferred Sub (collectively, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the liabilities and obligations that the Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling AffiliatesPurchasing Subs are assuming pursuant to this Section 1.3 are referred to as the "Assumed Liabilities"). The term “Excluded Liability” means:All intercompany liabilities between the Business and the BSSD will terminate immediately prior to the Closing except as provided in this Agreement and the Ancillary Agreements.

Assumed Liabilities. (a) Upon Subject to the terms and subject conditions set forth herein, Buyer shall assume and agree to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, due any and all Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of each Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities or its Subsidiaries arising out of or relating to the ProductBusiness or the Transferred Assets, other than the Excluded Liabilities (collectively, the Acquired “Assumed Liabilities”) (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, the following: (a) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and after the Closing Date solely (i) to the extent such Liabilities actually arise out of or relate to the ownership, operation or use of the Transferred Assets or the conduct of the Business on or after the Closing Date or (ii) to the extent such Liabilities are within the scope of any representation or warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be unavailable as a result of any limitations on indemnification set forth in Article VIII); (b) all Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date; (c) all Liabilities required to be performed on or after the Closing arising under the Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of Buyer’s portion of the Shared Contracts; (d) all Liabilities to the extent relating to Taxes attributable to or imposed on the Business or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date (determined, if applicable, in accordance with Section 6.05), and all Transfer Taxes for which Buyer is responsible pursuant to Section 6.05; (e) all Liabilities relating to employment of, or employee benefits, compensation or other arrangements with respect to, any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) arising on or after the Closing Dateand all Liabilities expressly assumed by Buyer pursuant to Section 6.01; (iif) the Liabilities arising under Pre-Closing Warranty Claims except to the extent set forth in Section 6.28; and (g) all Liabilities in respect of any lawsuitsClaim arising in, claims, actions or proceedings arising out of or relating to the manufactureto, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease operation or use of any conduct of the Acquired Assets prior to, Business 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityClosing. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall at the Closing, Buyer will assume, effective as of 12:00:01 a.m. on the Closing Date, pay and from and after the Closing Purchaser shall pay, perform and discharge when due, all of only the following liabilitiesliabilities of ▇▇▇▇▇▇▇▇, obligations Tribune and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability their respective Affiliates (the “Assumed Liabilities”):) and no others: (ia) all Accounts Payablethe liabilities and obligations arising with, accrued expenses and other current liabilities arising out of or relating to the Productto, 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, Stations (including the owning or holding of the Purchased Assets) on or and after the Closing DateEffective Time; (iiib) any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.08(a); (c) all Liabilities for warranty claims liabilities and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or obligations relating to the Product) Business or the Purchased Assets arising under Environmental Laws or related to Hazardous Substances, whether arising prior toor not presently existing, except for such liabilities or obligations that are required to be disclosed on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect Section 3.09 of the Product or any Acquired Asset Disclosure Schedules in order for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added the representations and other similar Taxes warranties contained in Section 3.09 to be true and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any correct as of the Other Transaction Documentsdate hereof, but which are not so disclosed on such schedule as of the Acquisition and the other transactions contemplated hereby and thereby date hereof (collectively, “Transfer TaxesExcluded Environmental Liabilities”); (vid) all Environmental Liabilities any Tax liability or obligation for a Post-Closing Tax Period (including any Taxes allocable under Section 9.04(d) to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease portion of any of the Acquired Assets, whether arising prior to, Straddle Period beginning on or after the Closing Date; (vii) all Liabilities under or otherwise with respect to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DatePurchased Assets (except as expressly provided for in Section 9.02); and (viiie) all other Liabilities liabilities with respect to Transferred Employees arising after the Effective Time, or in the case of Seller Inactive Employees, on and after the Selling Affiliates Employment Commencement Date, (except in all cases (i) (x) for any and all liabilities or obligations relating to, triggered by, accruing or arising as a result of whatever kind the transactions contemplated hereby or contemplated by the Merger Agreement that are due and naturepayable on or prior to the Closing Date or the Employment Commencement Date, primary whichever is later, or secondary, direct (y) any liabilities relating to any retention or indirect, absolute stay bonus or contingent, known similar payment to which a Transferred Employee is entitled as of the Closing Date that will become due and payable following the Closing Date or unknown, the Employment Commencement Date (whether or not accrued, arising out the employment of such Transferred Employee is terminated following either such date) or relating (ii) to the conduct of the Businessextent prorated in accordance with Section 2.08(c)), 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding and any other provision of this Agreementliabilities with respect to Transferred Employees, Purchaser shall not assume any Excluded Liability▇▇▇▇▇▇▇▇ Plans and Tribune Plans, as applicable, in each of case which shall be retained and paid, performed and discharged when due are expressly assumed by Seller and the Selling Affiliates. The term “Excluded Liability” means:Buyer under Article VIII.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assumeBuyer agrees, effective as of 12:00:01 a.m. on the Closing DateClosing, and from and after the Closing Purchaser shall to assume, pay, discharge and perform as and discharge when due, all of the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts Payabledebts, accrued expenses obligations, Contracts and other current 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 relating to operation of the Product, the Acquired Purchased 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, the Acquisition and the other 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 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 the Acquired Assets or the ownership, sale or lease of any of its Subsidiaries arising under the Acquired AssetsAssigned 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 arising 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, on or relating to, any Transferred Employee arising from such Transferred Employee’s employment by Buyer or its Affiliates at 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 (viiii) all other Liabilities of Seller liabilities and the Selling Affiliates 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 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, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on On the Closing Date, Buyer shall assume and from and after the Closing Purchaser shall agree to pay, perform and discharge when due, due all liabilities and obligations (other than Excluded Liabilities) of the following liabilitiesAsset Sellers, obligations of every kind, nature, character and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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, the Acquisition and the other 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 Assetsdescription, whether arising prior to, on known 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 Seller and the Selling Affiliates of whatever kind and natureunknown, primary or secondary, direct or indirect, absolute or contingent, known due or unknownto become due, whether or not accrued, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the Product use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the ownership, sale or lease of any conduct and operation of the Acquired Assets, whether arising Business prior to, on or after the Closing Date, including regardless of whether any claim, such action, suit, arbitrationproceeding, inquirydispute, proceeding claim or investigation by was commenced prior to, on or before any Governmental Entity.after the Closing Date; (bxiii) Notwithstanding all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any other provision claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:.

Assumed Liabilities. At the Closing, Purchaser shall assume and agree to pay, discharge or perform, as appropriate, the following, and only the following, liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) Upon all liabilities and obligations of Seller in respect of the terms and subject Assumed Contracts that are disclosed in the text of the Assumed Contracts (including any exhibits or other attachments) as delivered to Purchaser prior to the conditions Effective Date and accrue subsequent to the effective time of this Agreementthe Closing; provided, that, without limiting the generality of the foregoing, Purchaser shall assumenot, effective as of 12:00:01 a.m. on and does not, assume or agree to pay, discharge or perform (i) any liabilities or obligations required to be performed by Seller prior to the Closing Date, (ii) any liabilities or obligations arising out of any breach by Seller of any provision of any Assumed Contract prior to the Closing Date, or the date of assignment if later, or (iii) amounts owed by Seller for goods purchased by Seller, or services provided to Seller, prior to the Closing Date; (b) all liabilities and from obligations of Seller in respect of the Real Property Lease that are disclosed in the text of the Real Property Lease (including any exhibits or other attachments) as delivered to Purchaser prior to the Effective Date and accrue subsequent to the effective time of the Closing; provided, that, without limiting the generality of the foregoing, Purchaser shall not, and does not, assume or agree to pay, discharge or perform (i) any liabilities or obligations required to be performed by Seller prior to the Closing Date, or (ii) any liabilities or obligations arising out of any breach by Seller of any provision of the Real Property Lease prior to the Closing Date; (c) all liabilities relating to the Transferred Business accruing after the Closing; (d) as set forth in Section 8.3, one-half of any federal, state or local tax incident to or arising as a consequence of the negotiation or consummation of this Agreement and the transactions contemplated hereby by Seller; (e) any liability or obligation arising after the Closing with respect to any Plant Employees employed or engaged by Purchaser shall payafter the Closing, perform and discharge when dueincluding any liability for salaries, all of the following liabilitieswages, payroll taxes, severance pay entitlements, health, medical, retirement, vacation or deferred compensation benefits or any other obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued or expenses and other current liabilities arising out of or relating to the Productemployment by Purchaser of the Plant Employees or Purchaser's termination of such employees. Purchaser shall retain and shall assume and discharge all liabilities and costs under the Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA") (including liabilities for violations thereof) as to those employees Plant Employees that commence employment with Purchaser immediately following the Acquired Assets or the Business arising on or Closing for all "qualifying events" (as defined in COBRA) occurring with respect to those Plant Employees that commence employment with Purchaser and their dependents after the Closing DateClosing; (iif) 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 accrued but unpaid vacation determined as of the Product or Closing Date for the ownershipTransferring Employees (for clarification purposes, sale, lease or use Purchaser shall not incorporate such vacation expense for the Transferring Employees into the cost of any of goods under 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 Supply Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vig) all Environmental Liabilities any liability and obligation, including open purchase orders that relate to the extent arising out of or relating new Thomas Engineering, Inc. tablet press, approved by Purchaser in ▇▇▇▇▇ng 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 , that are not incurred or otherwise to the extent arising out paid as of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; andor (viiih) all other Liabilities of Seller those certain liabilities and the Selling Affiliates 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 obligations for inventory in transit at Closing that are (x) set forth on SCHEDULE 1.4.1(h) as amended no less than three business days prior to the conduct Closing Date with the consent (not to be unreasonably withheld) 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 Purchaser and (y) not included in the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityInventory Balance. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. 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 Closing, the Purchaser shall assume, effective (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 Purchaser shall pay, perform and discharge when due, all due only the following Liabilities of the following liabilitiesSellers (collectively, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 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, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions As of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, Duramed shall assume, be responsible for and from and after the Closing Purchaser shall pay, perform and discharge when due, all of due the following liabilities(collectively, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities any Liabilities arising out from the sale of or relating to the Product, the Acquired Assets or the Business arising on or any Product after the Closing Date, including any product liability, breach of warranty, Patent or trademark infringement claim, or any other action or claim (excluding any Liabilities relating to voluntary or involuntary recalls of Shire Labeled Product, or any Liabilities of Shire under the Supply Agreement) brought, asserted or filed by any third party or Regulatory Authority; (ii) all any Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or after the Closing Date 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 DatePurchased Assets; (iii) subject to Section 6.7, all Liabilities for warranty claims Medicare, Medicaid 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 state program rebates in connection with Duramed Labeled Product sold after the Closing Date; (iv) subject to Section 6.7, all Liabilities for Taxes arising out of or relating to or in respect of the Product chargebacks, rebates or any Acquired Asset for any Postother post-Closing Tax Periodsale rebates, other than any Excluded Tax Liabilities; (v) all Liabilities for transferrefunds, documentary, sales, use, registration, value added price adjustments and other similar Taxes and related amounts (including any penaltiespayments, interest and additions to Tax) incurred credits or liabilities in connection with this Agreementthe Duramed Labeled Product, any of the Other Transaction Documents, the Acquisition and the other 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 sold after the Closing Date; and (viiiv) all subject to Section 6.7, credits, utilization based rebates, reimbursements, and similar payments to buying groups, insurers and other Liabilities of Seller and the Selling Affiliates 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 institutions in connection with Duramed Labeled Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or sold after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision hereof or any schedule or exhibit hereto or thereto, and regardless of this Agreementany disclosure to Duramed, Purchaser Duramed shall not assume any Excluded Liabilityliabilities, each obligations or commitments of which shall be retained and paidShire other than the Assumed Liabilities, performed and discharged when due by Seller and including such liabilities relating to or arising out of the Selling Affiliates. The term ownership of the Purchased Assets on or prior to the Closing (the “Excluded Liability” means:Retained Liabilities”).

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser the Company shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser the Company shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller Parent (which the parties hereto acknowledge and the Selling Affiliates, other than agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liability 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, Documents or the Acquisition and the other 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 Seller and the Selling Affiliates 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, Purchaser the Company shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling AffiliatesParent. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Purchaser shall assume only the terms and subject following Liabilities related to the conditions Licensed Business and Acquired Assets, in each case solely to the extent related to the Licensed Territory, which would have been the Liabilities of this Agreement, Purchaser shall assume, effective as Spectrum or any of 12:00:01 a.m. on its Affiliates if the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments Contemplated Transactions were not consummated (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses a. Liabilities specifically assumed by Purchaser pursuant and other current liabilities subject to Article 9; b. Liabilities arising out of Joint Contracts or relating Joint Permits after the Closing Date, to the Productextent related solely to the Licensed Business; c. all Liabilities for Taxes relating to, arising from or with respect to the Acquired Assets or the Licensed Business, which are attributable to Tax periods or portions thereof commencing after the Closing Date, other than any Liabilities for Taxes relating to the Excluded Assets and Retained Rights and other than any Liabilities for Taxes relating to, arising from or with respect to any Royalty Payments; d. all Liabilities to pay or extend to customers, suppliers and distributors of, and others doing business with, the Licensed Business arising volume discounts, volume rebates, chargebacks and similar credits and obligations pursuant to Contractual Obligations in effect as of the Closing Date which shall be set forth on Schedule 3.3(d) to be delivered on or after about the Closing Date; (ii) e. all Permitted Encumbrances; f. all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to imposed by Governmental Authorities on 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, Licensed Business other than any the Excluded Tax Liabilities; (v) all Liabilities for transferAssets, 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, the Acquisition and the other 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 Liabilities exist 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 Seller and the Selling Affiliates 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 any claimcompliance obligations, actionresponsibilities, suitconditions, arbitration, inquiry, proceeding or investigation directions stated or identified by any Governmental Authority on or before the Closing Date, other than any Liabilities arising under any Governmental Entity.Order or portion of a Governmental Order entered on or before the Closing Date requiring payment of any fines, penalties or monetary obligations for alleged non-compliance with applicable Legal Requirements to any Governmental Authority; g. all Liabilities for governmental rebates that are attributable to sales made by Purchaser after the Closing Date of products of the Licensed Business (b) Notwithstanding subject to Section 9.9); h. all Liabilities arising after the Closing under the Transferred Contracts, other than Liabilities arising out of any breach, default or action or omission of Spectrum or any of its Affiliates occurring prior to the Closing; i. all Liabilities under any purchase order that constitutes a Transferred Contract for the purchase of any products or services ordered thereby which have not been delivered or performed on or prior to the Closing Date, other provision than Liabilities arising out of this Agreementany breach, Purchaser shall not assume default or action or omission of Spectrum or any Excluded Liability, each of which shall be retained its Affiliates with respect to such purchase order occurring prior to the Closing; j. all Liabilities and paid, performed and discharged when due by Seller obligations arising after the Closing for any reason under the Biogen Agreement and the Selling Bayer Agreement in the Licensed Territory, other than for payment of royalties and Liabilities arising out of any breach, default, action or omission of Spectrum or any of its Affiliates. The term “; k. all obligations to provide replacement Licensed Products under any warranties applicable to Licensed Products sold by the Licensed Business prior to the Closing subject to Section 3.4(h) below; l. all Liabilities of Purchaser or any of its Affiliates that are attributable to sales of products of the Licensed Business made by Purchaser or any of its Affiliates after the Closing including those as calculated pursuant to Section 9.9 (other than those included in the definition of Excluded Liability” means:Spectrum Liabilities); m. all claims, Actions or Losses arising from products sold by Purchaser or an Affiliate after the Closing; and n. all Liabilities arising after Closing with respect to Acquired Assets.

Assumed Liabilities. (a) Upon the terms Subject to Section 1.4, Micron will assume from IMFT and subject to the conditions of this Agreementshall, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall Date, timely pay, discharge, perform and discharge when due, all of or otherwise satisfy the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability IMFT (the “Assumed Liabilities”): (ia) all Accounts PayableAll Liabilities under or arising out of the Transferred Contracts, accrued expenses and other current liabilities whether prior to, on or following the Closing Date; (b) All Liabilities under the Transferred Business Permits, whether prior to, on or following the Closing Date; (c) All Liabilities pursuant to any Environmental Law arising from or relating to any action, event, circumstance or condition occurring or existing on, prior to or following the Closing Date, including any release of any Hazardous Substances or any violation of any Environmental Laws with respect to the MTV Leased Premises, the MTV Fab Operations, or the Micron Purchased Assets. (d) All Liabilities related to any present or former personnel employed in the MTV Fab Operations (including MTV Employees), including any Liabilities arising out of or relating to the Productemployment agreements, employee benefit plans, the Acquired Assets Manufacturing Services Agreement or the Business arising any other secondment arrangements, whether such Liabilities arise prior to, on or after following the Closing; (e) Any and all product liability, warranty, refund and similar Liabilities or claims arising with respect to any products manufactured at the MTV Fab Operations on or following the Closing Date; (iif) all Liabilities in respect of any lawsuits, claims, actions Any liability or proceedings arising out of or relating obligation for Taxes related to the manufactureMicron Purchased Assets and any Taxes, productionor obligations to reimburse Taxes, 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 allocated to Micron pursuant to Section 1.8 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”Section 1.9(b); (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 (viiig) all All other Liabilities of Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accruedaccruing, arising out of or relating to the conduct or operation of the BusinessMTV Fab Operations (including any accounts payable), the Product or Acquired Assets real property and facilities that are subject to the MTV Lease Agreement or the ownership, sale ownership or lease of any use of the Acquired Micron Purchased Assets, whether arising prior to, on or after following the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser at or prior to the Closing, Parent shall, or shall assumecause its Subsidiaries to, effective as of 12:00:01 a.m. on convey, transfer, assign and deliver to the Closing DateAcquired Companies, and Parent shall cause the Acquired Companies to assume from Parent and after the Closing Purchaser shall pay, perform and discharge when dueits Subsidiaries, all debts, obligations, contracts and liabilities of Parent and its Subsidiaries (or any predecessor of Parent or any of its Subsidiaries or any prior owner of all or part of their respective businesses and assets) of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) to the extent arising out of the following liabilitiesTransferred Assets or to the extent relating to or to the extent arising out of the conduct of the Business (as currently or formerly conducted) (collectively, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”), it being understood and agreed that with respect to each Assumed Liability, Parent shall cause each Assumed Liability to be assumed by the Acquired Companies in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan). Notwithstanding anything to the contrary herein, the Assumed Liabilities shall also include (regardless of whether they relate to or arise out of the Transferred Assets or the conduct of the Business, but in any event, excluding Excluded Taxes): (ia) all Accounts Payable, accrued expenses Indebtedness included in Closing Indebtedness and other current not being repaid at or prior to the Closing; (b) all liabilities and obligations of Parent and its Subsidiaries arising out of or under the Transferred Contracts; (c) all liabilities and obligations relating to the Product, the Acquired Assets any products manufactured or sold by the Business arising on or after prior to the Closing Date; (iid) all Liabilities in respect of any lawsuitsthe debts, claimsobligations, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale contracts and liabilities set forth on Section 2.04(d) of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing DateParent Disclosure Schedule; (iiie) all the Assumed Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to that are assumed by any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing DateAcquired Company as set forth in Article 7; (ivf) 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, Restructuring Costs (other than any Excluded Tax Liabilities; the Prepaid Restructuring Costs), in aggregate amount not to exceed $5,000,000 (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer TaxesAssumed Restructuring Costs”); (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 (viiig) the liabilities included in Closing Net Tangible Assets. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries to convey, transfer, assign or deliver to any Acquired Company any Assumed Liability that is held by an Acquired Company as of the date hereof, which will continue to be a debt, obligation, contract or liability, as applicable, of such Acquired Company; it being understood and agreed that Parent shall cause each Acquired Company to convey, transfer, assign and deliver effective as of the Closing, to one or more of Parent or its Subsidiaries (other than the Acquired Companies), and Parent shall cause one or more of its Subsidiaries (other than the Acquired Companies) to assume, in each case, effective as of the Closing, all other Liabilities debts, obligations, contracts and liabilities of Seller the Acquired Companies (or any predecessor of any of them or any prior owner of all or part of their respective businesses and the Selling Affiliates assets) of whatever kind and natureany kind, primary character or secondary, direct or indirect, absolute or contingent, description (whether known or unknown, whether or not accrued, arising out of absolute, contingent 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. otherwise) that are not Assumed Liabilities (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each all of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Liabilities).

Assumed Liabilities. (a) Upon the terms and subject Grande Operating hereby assumes all liabilities of Grande Holdings related to the conditions of this AgreementBusiness, Purchaser shall assumewhether accrued, effective as of 12:00:01 a.m. on absolute, contingent, known, unknown or otherwise, except to the Closing Dateextent included in the Excluded Liabilities, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of including the following liabilities(the liabilities so assumed, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts PayableAll liabilities and obligations of Grande Holdings under any of the Transferred Assets, accrued expenses including the Transferred Contracts, Tangible Personal Property, Inventory and other current Intellectual Property; and (b) All liabilities and obligations of Grande Holdings under any licenses or permits held by Grande Operating which are assigned or transferred to Grande Operating pursuant to this Agreement; (c) All liabilities and obligations of Grande Holdings relating to or arising from any Action arising out of or related to the Transferred Assets, the Assumed Liabilities or the operation of the Business; (d) All liabilities and obligations of Grande Holdings or Grande Holdings Investor under any guarantees with respect to the Business, Grande Operating or its Contracts, including the Grande Holdings Lease Guarantees; (e) All environmental, health and safety liabilities and obligations 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct operation of the Business or the Acquired Assets leasing, ownership or the ownership, sale operation of real property by Grande Holdings or lease of Grande Operating or any of the Acquired Assets, whether arising prior to, on or after the Closing Datepredecessor thereto; (viif) all Liabilities All liabilities and obligations arising under any Employee Benefit Plan (other than the Stock Plan) or otherwise relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, health care plans or benefits or any other employee plans or benefits of any kind for Grande Employees or Legacy Employees or both (other than liabilities and obligations arising under the Transaction Bonus Plan to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing DateRecapitalization Agreement provides that such liabilities and obligations will be Grande Holdings Transaction Expenses); and (viiig) all All liabilities and obligations arising under any employment, severance, retention or termination agreement with any Grande Employee or Legacy Employee (other Liabilities of Seller than liabilities and obligations arising under the Selling Affiliates 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 Executive Employment Agreements to the conduct of extent 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityRecapitalization Agreement provides that such liabilities and obligations will be Grande Holdings Transaction Expenses). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. As of the Closing, Buyer hereby agrees to assume, satisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Business as set forth on Schedule 3.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APPM or Buyer or any of their respective affiliates or subsidiaries be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, or be responsible or otherwise liable for, any liability or obligation of any nature of Seller (whether or not related to the Business), or claims for such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown (the "Unassumed Liabilities"). Specifically, and without limiting the generality of the foregoing, other than the Assumed Liabilities, neither APPM nor Buyer nor any of their respective Affiliates or subsidiaries shall have any liability or obligation with respect to or arising out of: (a) Upon the terms and subject acts or omissions of Seller, its partners, agents or employees whether prior to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on or subsequent to the Closing Date, and from and after whether or not in the Closing Purchaser shall pay, perform and discharge when due, all ordinary course of the following liabilities, business; (b) liabilities or obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to or secured by any portion of either the Product, the Acquired Purchased 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 prior to the manufactureClosing; (c) employee related liabilities (including accrued wages, productionvacation, marketingemployee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, commercializationor termination of employment with, distribution Seller, or sale payroll taxes payable or liabilities arising under any Employee Benefit Plan maintained by Seller); (d) liabilities or obligations 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 claimsSeller, including all suits, actions or proceedings relating to any such Liabilitiesthose for attorneys' fees, arising out of any litigation or relating to the Product) whether arising prior to, on or after other proceeding pending as of 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 Date in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other 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 any claim, whether or not asserted and whether or not liquidated or contingent, with respect to the Acquired Assets Business arising from acts or the ownership, sale failure to take any action by Seller or lease of any of the Acquired Assetsits partners, whether arising agents or employees 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 (viiie) liabilities for any income or other tax, whether disputed or not, attributable to Seller and/or the Business for any period or transaction through the Closing; (f) except as set forth on Schedule 3.1, trade payables which arise prior to the Closing; (g) claims by any Payor or patient with respect to any matter or billing occurring prior to the Closing and for which payment is received by Seller prior to the Closing; and (h) any other liability or obligation of Seller. Buyer shall be responsible for all refunds required by Payors in the event such refund relates to the accounts receivable purchased by Buyer (but not to exceed the purchase price, determined on a pro rata basis, that Buyer paid for the particular accounts receivable required to be refunded); provided, however, that Seller shall remain responsible for all other Liabilities refunds which relate to revenue collected prior to Closing. A list of all refunds and credits due as of the Closing Date shall be set forth on Schedule 3.1 hereto and such refunds and credits shall be deemed Unassumed Liabilities. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the Selling Affiliates of whatever kind period through the Closing. Seller shall supply confirmation that all past and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating current employment taxes through the Closing have been remitted 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityappropriate agencies in a timely manner. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, Purchaser at the Closing, the Purchasers shall assume, effective as of 12:00:01 a.m. on assume from the Closing Date, Sellers and from and after the Closing Purchaser shall thereafter pay, perform perform, or discharge in accordance with their terms, the following liabilities and discharge when due, all obligations of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability Sellers (the “"Assumed Liabilities”"): (ia) all Accounts Payable, accrued expenses and other current liabilities arising out trade payables of or relating to the Product, Sellers incurred in the Acquired Assets or ordinary course of the Business arising for goods and services and recorded on or after the books of the Sellers in a manner consistent with past practice (the "Trade Payables") outstanding on the Closing Date; (iib) all Liabilities liabilities and obligations, including, without limitation, the obligation to provide satisfactory surety bonds, performance bonds, letters of credit, or any other form of financial assurance, under the express terms of the Contracts; provided, that in respect of any lawsuits, claims, actions or proceedings arising out of or relating each case the Purchasers shall assume such Contracts only to the manufactureextent such obligations (other than obligations to provide surety bonds, productionperformance bonds, marketingletters of credit, commercialization, distribution or sale any other form of financial assurance) first mature and are required to be performed subsequent to the Product or the ownership, sale, lease or use close of any of the Acquired Assets prior to, business on or after the Closing Date; (iiic) all Liabilities for warranty claims liabilities and product liability obligations owing to, or required to be performed by order or directive of, any governmental agency (other than liabilities in the nature of fines, penalties or other similar claimspayments to governmental agencies in respect of conduct taking place or conditions existing prior to the Closing) that arise under and are required by Environmental Laws, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating without limitation liabilities and obligations with respect to the Productclosure of the landfills and all post closure and financial assurance obligations in connection therewith; provided, however, that in connection with satisfying all such liabilities and performing all such obligations, Purchasers shall in no respect be required to (i) whether arising admit or agree that any actions of Sellers giving rise to such liabilities or obligations shall in any respect be attributed to Purchasers or (ii) assume any liability for fines, penalties, or other similar payments to governmental agencies in respect of conduct taking place or conditions existing prior to, on or after to the Closing DateClosing; (ivd) all Liabilities for Taxes arising out of or relating to or in respect liabilities and obligations imposed as a result of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilitiespending claims in litigation identified in Section 1.3(d) of the Company Disclosure Letter; (ve) all Liabilities for transfer, documentary, sales, use, registration, value added liabilities and other similar Taxes obligations under the revenue bonds listed in Section 1.3(e) of the Company Disclosure Letter; (f) all liabilities and related amounts obligations under the Contracts to purchase property identified in Section 1.3(f) of the Company Disclosure Letter; (including any penalties, interest and additions to Taxg) incurred all liabilities in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities employee benefits that Purchasers shall have agreed to the extent arising out of or relating assume pursuant 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 DateArticle VII; and (viiih) all other Liabilities of Seller liabilities and the Selling Affiliates 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 obligations for Taxes attributable 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 periods subsequent to the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. Newco shall assume and agree to pay, perform ------------------------ and discharge when due, all debts, liabilities and obligations whatsoever, other than Excluded Liabilities (as defined below) of the Sellers and other than the liabilities of the ▇▇▇▇▇▇ Subs (other than Newco) of the categories described below which shall be transferred to Buyer in their entirety pursuant to the Stock Purchase, arising out of or pertaining predominantly to the Business or the Assets in the United States (and to the extent that BFC engages in an export business, any liabilities arising out of such export business outside of the United States) whether arising before or after the Closing, and whether known or unknown, fixed or contingent, to the extent the same are unpaid, undelivered or unperformed on the Closing Date, including, but not limited to, the following (other than Excluded Liabilities): (a) Upon the terms and subject all liabilities of or relating predominantly to the conditions of this AgreementBusiness (other than Excluded Liabilities) included in (i) the Financial Statements, Purchaser shall assume, effective as of 12:00:01 a.m. to the extent they are still in existence on the Closing Date, and from (ii) the Statement including, in each case, the notes thereto and after all liabilities incurred in the Closing Purchaser shall pay, perform and discharge when due, all ordinary course of the following liabilitiesBusiness subsequent to the date of the most recent Financial Statements, it being understood that Buyer shall not assume from any Seller and no Seller shall assign to Buyer or to Newco any indebtedness for borrowed money; (b) all debts, obligations and commitments (“Liabilities”) liabilities in respect of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets Business or the Business Assets arising or incurred by Buyer or otherwise arising or incurred on or after the Closing Date; (iic) all Liabilities in respect debts, obligations and liabilities which arise on account of Buyer's operation of the Business, the use of the Assets, and/or sale 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, products manufactured and/or sold by Buyer on or and after the Closing Date; (iiid) all Liabilities for warranty claims and product liability or similar claimsliabilities with respect to all actions, including all suits, actions proceedings, disputes, claims or proceedings relating to any such Liabilities, investigations arising out of or related predominantly to the Business or that otherwise arise out of or are related predominantly to the Assets; (e) all liabilities for claims predominantly relating to the ProductBusiness or the Assets under BFC's self-insurance arrangements; (f) whether all obligations and liabilities of BFC under the contracts listed on Schedule 2.2(a)(iv), Leased Real Property (as defined in Section 4.7(b)) and ------------------- those Licenses and Permits (as defined in Section 4.14) included in the Assets; (g) all workers' compensation, product liability, automobile liability and general liability claims of BFC relating predominantly to the Business which occurred prior to the Closing Date, or any incident arising prior toto the Closing Date which results in any such claims after the Closing Date including workers' compensation claims of Business Employees who were employed at any of the facilities listed on Schedule 4.13(b)(i)-1, on subject to Section 7.20 hereof; --------------------- (h) all obligations and liabilities relating predominantly to Business Employees and Transferred Employees (as defined in Section 4.13(b)), including pursuant to Benefit Plans (as defined in Section 4.13(b)) (as may be more fully set forth in Section 7.7 hereof), except as otherwise specifically provided in Section 7.7 hereof; (i) all obligations and liabilities of BFC arising as a result of being the owner, occupant of, or the operator of the activities conducted at, any of the Real Property or the Facilities, including all obligations and liabilities relating to personal injury, property damage and Environmental Liability (as defined in Section 4.16), subject to Section 7.20; (j) all obligations and liabilities for (i) Taxes owed in respect of the Business or the Assets for any taxable period or portion thereof commencing after the Closing Date and (ii) Taxes owed in respect of the Business or the Assets assumed by Buyer pursuant to this Agreement; (k) all obligations and liabilities of BFC under any open purchase orders related predominantly to the Business entered into in the ordinary course of business that have not been fulfilled as of the Closing Date; (ivl) all Liabilities liabilities and obligations for Taxes arising out of all consumer complaints, trade complaints, written product guarantees set forth on the packaging thereof and damages or relating unsaleable merchandise returned or received, in each case predominantly 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, the Acquisition and the other 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 (viiim) all other Liabilities of Seller liabilities and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out obligations of or relating predominantly to the conduct Business or the Assets of the categories included in clause (a) above, including, without limitation, all liabilities and obligations (i) for commissions, fees or other payments, including expenses, due to brokers and agents for sales and orders for products of the Business, (ii) for trade promotion programs (including, without limitation, slotting allowances, retailer ads, store display allowances and similar items), non-coupon consumer promotions (including, without limitation, sweepstakes) and other marketing programs related predominantly to the Product or Acquired Assets or the ownership, sale or lease of any Business and (iii) for consumer coupons for products of the Acquired Assets, whether arising prior to, on or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityBusiness. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing DateClosing, and from and after the Closing Closing, Purchaser shall pay, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the or any Selling AffiliatesAffiliate, other than any Excluded Liability (the “Assumed Liabilities”):), in each case without further recourse to Seller or any Selling Affiliate: (i) all Accounts PayableLiabilities arising out of or relating to Purchaser or any of its Affiliates or their respective successors or assigns being the owner or occupant of, accrued expenses and other current liabilities or the operator of any activities conducted at the ▇▇▇▇▇ ▇▇▇▇▇ Facility, at any time on or after the Closing Date; (ii) all Liabilities under or otherwise arising out of or relating to the ProductTransferred Contracts (including all Liabilities arising out of or relating to any termination or announcement or notification of an intent by any party to terminate any such Transferred Contract, but excluding Accounts Payable), but only to the extent such Liabilities thereunder are required to be performed on or after the Closing Date, and do not result from any failure to perform, improper performance, warranty or other breach, default or violation by Seller or any Selling Affiliate prior to the Closing Date; (iii) all Liabilities under Environmental Laws to the extent relating to or arising out of the Acquired Assets, the ownership, sale, use or lease of the Acquired Assets, the ▇▇▇▇▇ ▇▇▇▇▇ Facility, or for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility, arising on or after the Closing Date, other than the Excluded Environmental Liabilities; (iv) all Liabilities to the extent relating to or arising out of (A) the Transferred Permits, including any failure to comply with any Transferred Permit, and (B) any failure of Purchaser to obtain or maintain any Permit required for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the Business ownership, sale, use or lease of the Acquired Assets, in each case arising on or after the Closing Date; (iiv) 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 operation of the Product ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the ownership, sale, use or lease or use of any of the Acquired Assets, arising on or after the Closing Date to the extent they do not relate to events, circumstances or actions occurring or existing prior to the Closing Date; (vi) all accounts payable, accrued expenses and other current Liabilities relating to the Acquired Assets prior to, or operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility arising 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; (ivvii) all Liabilities for Taxes arising out of or relating to or in respect of the Product operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or any the Acquired Asset Assets for any Post-Closing Tax PeriodPeriod (irrespective of when asserted), other than any Excluded Tax Liabilities; (vviii) all Liabilities for transfer, documentary, sales, use, registration, value value-added and other similar Taxes Taxes, notarial tariffs, and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby Transactions (“Transfer Taxes”);; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (viix) all Environmental Liabilities to the extent arising out of or relating to the conduct employment, engagement or termination thereof of any current or former Facility Employee as well as any current or former consultants or independent contractors engaged in connection with 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, ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Closing Date; (vii) all , and including any Liabilities under or otherwise that Purchaser is expressly required to the extent arising out of or relating assume pursuant to the Transferred Permits, whether arising prior to, on or after the Closing DateArticle IX; and (viiix) all other Liabilities of Seller and the or any Selling Affiliates Affiliate of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, in each case to the extent arising out of or relating to the conduct operation of the Business, ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Product or Acquired Assets Closing Date or the ownership, sale sale, use or lease of any of the Acquired Assets, whether arising prior to, Assets on or after the Closing Date, including Liabilities arising out of or relating to any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityEntity in each case to the extent they relate to events, circumstances or actions occurring or existing on or after the Closing Date. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability. Following the Closing, each of which the Seller or any Selling Affiliate shall be retained retain and paidpay, performed perform and discharged discharge the Excluded Liabilities when due by Seller and the Selling Affiliatesdue. The term “Excluded Liability” means, without duplication, the following liabilities of Seller and Selling Affiliates:

Assumed Liabilities. (a) Upon At the terms and subject to the conditions of this AgreementClosing, Purchaser or its permitted assigns shall assumeassume and agree to pay, effective as of 12:00:01 a.m. on the Closing Dateperform and discharge, and from and after the Closing Purchaser shall pay, perform and discharge when due, all those Liabilities of the following liabilities, obligations FNANB and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability DCFI expressly set forth in this Section 2.04 (the “"Assumed Liabilities”"): (ia) all Accounts Payable, accrued expenses obligations and other current liabilities arising out of or Liabilities to Borrowers under the Account Agreements relating to the ProductEligible Accounts, which obligations or Liabilities arise on or after the Acquired Assets Closing Date and relate to periods from and after the Closing Date; (b) all obligations and Liabilities to Borrowers under the Account Agreements relating to (i) Credit Balances, and (ii) outstanding reward points as of the Cut-Off Time; (c) all fees and expenses relating to Eligible Accounts that are incurred or accrue on or after the Business arising Closing Date and relate to periods from and after the Closing Date; (d) all obligations and Liabilities to pay the fees and expenses to the Card Associations under the Operating Regulations that arise out of account activity in the Eligible Accounts occurring on or after the Closing Date; (iie) all obligations and Liabilities in respect of any lawsuitsFNANB under the Securitization Documents, claims, actions which obligations 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, Liabilities arise on or after the Closing Date, and relate to periods from and after the Closing Date; (iiif) all obligations and Liabilities for warranty claims and product liability of DCFI under the Securitization Documents which obligations 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, Liabilities arise on or after the Closing Date, and relate to periods from and after the Closing Date; (ivg) all obligations and Liabilities for Taxes arising out of or relating to or in respect of the Product Purchased Assets for which Purchaser or any Acquired Asset successors-in-interest thereto are liable pursuant to Section 7.26; provided that Purchaser assumes no liability or obligation for (i) any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other transfer or similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any tax arising by reason of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out transfer of or relating to the conduct of the Business or the Acquired Purchased Assets or the ownership, sale or lease consummation of any of the Acquired Assetstransactions contemplated by this Agreement, whether (ii) any Taxes attributable to the Purchased Assets arising from or relating to periods prior toto the Closing Date, on or (iii) any Taxes attributable to the Retained Assets all of which will be borne exclusively by FNANB, DCFI and Circuit City; (h) all obligations and Liabilities arising after the Closing Date; (vii) all Liabilities under Date to apply or otherwise to instruct the extent arising out Indenture Trustee to apply funds described in Section 4.5 of or relating the Series 2002-A Indenture Supplement as provided in Section 4.5 of the Series 2002-A Supplement and to apply funds described in Section 4.5 of the Transferred PermitsSeries 2003-A Indenture Supplement as provided in Section 4.5 of the Series 2003-A Indenture Supplement, in each case, without regard to whether arising the obligations to which the funds are to be applied on any Distribution Date arose prior to, on or after the Closing Date; and (viiii) all other obligations and Liabilities of Seller and the Selling Affiliates 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 Purchased Assets to the Business, the Product extent attributable to occurrences or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether circumstances arising prior to, on or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityDate and relating to periods from and after the Closing Date and not included in the Retained Liabilities. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on On the Closing Date, the Buyer shall execute and from deliver to the Sellers the Assumption Agreement pursuant to which the Buyer shall assume and after the Closing Purchaser shall agree to pay, perform and discharge when duedue the Assumed Liabilities. For purposes of this Agreement, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): ” means only the following Liabilities (to the extent not paid prior to the Closing): (a) the Liabilities of the Sellers under the Assumed Agreements to the extent such Liabilities (i) all Accounts Payablebecome due and payable after the Closing; (ii) do not arise from or relate to any breach by the Sellers of any provision of any of such Assumed Agreements; and (iii) do not arise from or relate to any event, accrued expenses and other current liabilities arising out of circumstance or relating condition occurring or existing on or prior to the ProductClosing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assumed Agreements; (b) all Liabilities that are incurred and arise after the Acquired Closing from the operation by Buyer of the Purchased Assets or after the Business arising Closing; (c) all Liabilities which become due and owing 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 Date by the Acquired Assets prior toEntities; (d) diligence, milestone, royalty and patent maintenance obligations which become due on or after the Closing Date; Date pursuant to the terms of the Merger Agreement between TLOG and Shape Pharmaceuticals, Inc., ▇▇.▇▇. dated April 17, 2014 (iiithe “Merger Agreement”); the License Agreement among Shape Pharmaceuticals, Inc., Harvard University and ▇▇▇▇-▇▇▇▇▇▇ Cancer Institute, dated October 7, 2008 (the “Harvard License”); the Amended and Restated License Agreement between TLOG and Princeton University, dated October 6, 2006 (the “Princeton License”); the Licence Agreement between TLOG and the ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇ Institute for Medical Research, dated January 1, 2014, as amended (the “WEHI License”); and the Definitive Agreement between Shape Pharmaceuticals, Inc. and the Leukemia & Lymphoma Society, dated June 24, 2010, as amended; (e) all Liabilities for warranty claims Transfer Taxes; and product liability or similar claims, including (f) all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or Taxes that are incurred and arise after the Closing Date; (iv) all Liabilities for Taxes arising out of from the ownership, possession, use, operation or relating to sale or in respect other disposition by Buyer of the Product Purchased Assets or any Acquired Asset for any Post-Closing Tax Periodthe Business after the Closing, 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Pre-Closing AE 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreementset forth herein, Purchaser shall assume▇▇▇▇▇▇▇▇▇ agrees, effective as of 12:00:01 a.m. on at the Initial Closing and after the Initial Closing Date, and from and after the Closing Purchaser shall to assume, pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) specified Liabilities of Seller and (collectively, the Selling Affiliates, other than any Excluded Liability (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 lawsuits, claims, actions or proceedings arising after the Initial Closing out of events 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 circumstances occurring after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claimsInitial Closing, 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to (i) the conduct Purchased Assets (other than the Assumed Contracts or Shared Contracts) or (ii) the use, ownership, operation of the Business Purchased Assets (other than the Assumed Contracts or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or Shared Contracts) after the Initial Closing Date; (viib) all Liabilities arising after the Initial Closing to the extent resulting from activities conducted after the Initial Closing or to be performed after the Initial Closing under the Assumed Contracts, all Liabilities under the Assumed Contracts attributable to the period after the Initial Closing, and all Liabilities for payment for products, materials or other items to be supplied to or services to be provided to Seller under the Assumed Contracts to the extent such payment is not due until after the Initial Closing.; (c) all Shared Contract Liabilities allocated to Purchaser in accordance with Section 2.11; (d) all Liabilities under any Replacement Contracts; (e) all Liabilities and obligations arising on or otherwise to after the extent arising out of applicable Start Date from or relating to the employment or engagement, or termination of employment or engagement, of any Transferred PermitsWorkers by Purchaser or its Affiliates and all other Liabilities required to be performed after the Initial Closing by Purchaser with respect to the Transferred Workers pursuant to Section 6.12(h); (f) all Liabilities for fees, whether costs or expenses in connection with the operation, use, maintenance and improvements of the Facility, or the ownership of the Purchased Assets, with respect to or attributable to any period following the Initial Closing Date; (g) all Liabilities and obligations arising prior to, on or after the Lease Assignment Closing Dateto the extent resulting from activities conducted after the Lease Assignment Closing or to be performed after the Lease Assignment Closing under the Facility Lease and all Liabilities under the Facility Lease attributable to the period after the Lease Assignment Closing; (h) all Liabilities for Purchaser's share of Transfer Taxes pursuant to Section 2.8(a) and any Taxes allocated to Purchaser pursuant to Section 2.8(b); and (viiii) all other Liabilities of Seller and obligations arising prior to the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of Initial Closing from or relating to the conduct Purchased Assets to the extent set forth in Schedule 2.4. For the avoidance 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreementdoubt, Purchaser shall not assume any Excluded Liability, each also be responsible for the full satisfaction of which shall be retained and paid, performed and discharged when due by Seller and its Liabilities under the Selling Affiliates. The term “Excluded Liability” means:Sublease Agreement.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of set forth in this AgreementAgreement (including Section 2.01(d)), Purchaser shall assumethe Acquiror hereby agrees, effective as of 12:00:01 a.m. on the Closing Dateor the Lorillard Transfer Closing, as the case may be, to assume and thereafter to pay, discharge and perform in accordance with their terms only the following Liabilities of the Sellers, and from and after the Closing Purchaser shall pay, perform and discharge when due, all no other Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, Sellers or any other than Person or any Excluded Liability other Liabilities whatsoever (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses Liabilities arising (A) under any of the Assumed Contracts (other than the Assumed CBAs and other current liabilities arising out of or relating the Assumed Contracts related to the Productblu Brand Business), to the Acquired Assets extent such liabilities relate to the operation or conduct of the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuitsarising under the Assumed CBAs and the Assumed Contracts related to the blu Brand Business, claimsincluding all Liabilities (including “earn-out” and other future payment obligations) related to the blu Brand or the blu Brand Business; (iii) all Liabilities to the extent arising, actions directly or proceedings arising indirectly, out of the operation or relating to the manufacture, production, marketing, commercialization, distribution or sale conduct of the Product or the ownership, sale, lease or use of any of the Acquired Assets blu Brand Business 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 DateClosing; (iv) all Liabilities for Taxes arising (other than Excluded Liabilities) to the extent arising, directly or indirectly, out of the operation or relating to or in respect conduct of the Product PR Business or any Acquired Asset for any Post-Closing Tax Periodthe use of the Transferred Assets, other than any Excluded Tax Liabilitiesin each case from and after the Closing; (v) other than Straddle Tobacco Action Liabilities, 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 arising out of or in connection with this Agreementany Action to the extent relating to the development, any manufacture, packaging, labeling, production, delivery, sale, resale, distribution, marketing, promotion, use or consumption of, or exposure to, tobacco products, including smoking and health-related claims, in each case, to the extent relating to the period commencing after the Closing Date and related to one or more of the Other Transaction DocumentsAcquired Tobacco Cigarette Brands (such Liabilities, collectively, the Acquisition “Acquiror Tobacco Liabilities” and the other transactions contemplated hereby and thereby (each an “Transfer TaxesAcquiror Tobacco Liability”); (vi) all Environmental any Liability arising out of, or related to, the Transferred Employees (including Liabilities arising prior to the extent arising out of or Closing) and any Liability relating to the conduct of employee benefit plans, programs, arrangements and agreements and policies and any trusts or assets related thereto, in each case that is expressly assumed 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;Acquiror pursuant to Exhibit D hereof; and (vii) subject to the Agreed Assumption Terms, 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 Seller and the Selling Affiliates 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 State Settlements in respect of the Acquired Assets, whether arising prior to, on or Tobacco Cigarette Brands that relate to the period after the Closing Date, including (A) any claimrecalculation or redetermination of amounts due in respect of the Acquired Tobacco Cigarette Brands that relate to the period after the Closing Date, actionand (B) all plaintiffs’ attorneys’ fees attributable to any post-Closing increases in volume of sales (determined in accordance with Section 11.08) of any of the Acquired Tobacco Cigarette Brands, suitbut excluding, arbitrationfor the avoidance of doubt, inquirySeller Plaintiff Fees (collectively, proceeding or investigation by or before any Governmental Entitythe “Assumed Plaintiff Fees”). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject conditions set forth herein, Buyers shall jointly and severally, assume and agree to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, due any and all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities Liabilities arising out of or relating to Buyer’s ownership or operation of the Product, the Acquired Purchased Assets or the Business arising on or after the Closing Date;applicable to such Purchased Assets (including without limitation all maintenance, repair, calibration and spare part related Liabilities), other than the Excluded Liabilities (collectively, the "Assumed Liabilities"). For purposes of this Agreement, "Liabilities" means liabilities, obligations or commitments of any nature whatsoever, whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise. (iib) all Buyers shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities in respect of Seller (collectively, the "Excluded Liabilities"): (i) any lawsuits, claims, actions or proceedings Liabilities arising out of or relating to the manufacture, production, marketing, commercialization, distribution Seller's ownership or sale EA’s operation of the Product or Purchased Assets prior to the ownership, sale, lease or use of applicable Closing Date corresponding to such Purchased Assets; (ii) any freight costs and China export taxes associated with shipment of the Acquired Purchased Assets prior to, on or after from EMCORE’s Beijing facility to an airport located in Thailand as mutually determined in good faith by the Closing DateParties (the “Transfer Location”) (provided that Seller shall not have any Liability for Liabilities associated with any Thailand import taxes and duties related to the Purchased Assets); (iii) all any Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, or arising out of or relating to the Product) whether arising prior to, on or after the Closing DateExcluded Assets; (iv) all any Liabilities for (A) 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 Purchased Assets or the ownership, sale Assumed Liabilities for any taxable period (or lease of any of the Acquired Assets, whether arising prior to, portion thereof) ending on or after prior to the applicable Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. Date with respect to the Corresponding Purchased Assets and (bB) Notwithstanding any other provision Taxes of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:or EA.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume from Seller and from and after the Closing Purchaser shall pay, perform and discharge when due, Seller Sub all of the following liabilitiesliabilities and obligations (whether or not fixed, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliatescontingent or absolute, accrued or unaccrued, known or unknown), other than any Excluded Liability Liabilities (collectively, the “Assumed Liabilities”): (i) all Accounts Payableproduct liability or similar claims to the extent arising out of the sale of LEUKINE by or on behalf of Purchaser from and after the Closing (regardless of when manufactured); (ii) all liabilities and obligations under the Assumed Contracts that are not Dual Use Contracts, accrued expenses and other current liabilities to the extent arising out of or relating to the Product, the Acquired Assets events or the Business arising on or conditions occurring 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 for warranty claims liabilities and product obligations under the Assumed Contracts that are Dual Use Contracts, to the extent such liability or similar claimsobligation relates to LEUKINE, including all suits, actions the Conveyed Assets or proceedings relating to any such Liabilities, arising the Assumed Liabilities and arises out of or relating relates to the Product) whether arising prior to, on events or conditions occurring after the Closing DateClosing; (iv) all Liabilities for Taxes arising out of or liabilities and obligations with respect to the Required Permits that are Conveyed Assets to the extent relating to the operation or in respect conduct of the Product Business by or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilitieson behalf of Purchaser from and after the Closing; (v) all Liabilities for transfer, documentary, sales, use, registration, value added liabilities and other similar Taxes obligations to the extent relating to voluntary and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any involuntary recalls of LEUKINE occurring after the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”)Closing; (vi) all liabilities and obligations assumed by Purchaser under Section 5.8 and (except as otherwise provided in Section 5.8 hereof) any other liability or obligation that relates to any Transferred Employee in connection with his or her hiring, non-hiring, termination or employment by the Purchaser from and after the Closing, including any such liability or obligation relating to wages, severance payments, bonuses, medical and workers compensation, claims, vacation pay and any other employee benefit plans or arrangements or payroll practices; and (vii) all liabilities and obligations under Environmental Liabilities Laws to the extent arising out of or relating to the operation or conduct of the Business or the Acquired Assets use or ownership of the Conveyed Assets, in each case, from and after the Closing. (b) Regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities and obligations (whether or not fixed, contingent or absolute, accrued or unaccrued, known or unknown) (the “Excluded Liabilities”), all of which shall be retained by Seller or Seller Sub: (i) any liability or obligation of Seller or Seller Sub (including any liability or obligation to the extent resulting from the ownership, use, operation, maintenance or sale of the Conveyed Assets by or lease on behalf of Seller or Seller Sub prior to the Closing, or the operation or conduct of the Business by or on behalf of Seller or Seller Sub prior to the Closing) not specifically listed in Section 2.2(a); (ii) any product liability or similar claims to the extent arising out of the sale of LEUKINE by or on behalf of Seller or Seller Sub prior to the Closing; (iii) any liability or obligation of Seller or Seller Sub (A) arising out of any actual or alleged breach by Seller or Seller Sub of, or nonperformance by Seller or Seller Sub under, any Contract (including any Assumed Contract) prior to the Closing, (B) accruing under any Assumed Contract with respect to any period prior to the Closing or (C) arising under any Contract entered into after the date hereof for which the consent of Purchaser was required to be obtained pursuant to Section 5.1 but was not so obtained; (iv) any liability or obligation under any Dual Use Contract that is not expressly assumed under Section 2.2(a)(iii); (v) any liability or obligation of Seller or Seller Sub related to any product of Seller or any of its Subsidiaries (other than LEUKINE) or the operation or conduct by Seller or any of its Subsidiaries of any business (other than the Business); (vi) any liability or obligation of Seller or Seller Sub to the extent arising out of (A) any suit, action or proceeding pending or, to the knowledge of Seller, threatened as of the Acquired Assets, whether arising prior to, on Closing or after the Closing Date(B) any actual or alleged violation by Seller or any of its Affiliates of any Law applicable to Seller or any of its Affiliates; (vii) all Liabilities under any account payable of Seller or otherwise Seller Sub, including any retainages or similar amounts relating to work performed in connection with LEUKINE that is sold by or on behalf of Seller or Seller Sub prior to the extent Closing; (viii) any liability or obligation of Seller or Seller Sub that relates to any Excluded Asset; (ix) any liability or obligation under Environmental Laws arising out of or relating to the operation or conduct of the Business or the use or ownership of the Conveyed Assets, in each case, before the Closing; (x) any liability or obligation that relates to any Transferred PermitsEmployee and that is retained by Seller pursuant to this Agreement, whether arising including Section 5.8 hereof; (xi) except for liabilities and obligations assumed by Purchaser under Section 2.2(a)(vi): (1) any liability or obligation that relates to any Employee, any Other Employee, any former employee of Seller or Seller Sub or any individual who applied for employment with Seller or Seller Sub in connection with his or her hiring, non-hiring termination or employment by Seller or Seller Sub on, prior to, on to or after the Closing DateClosing, including any such liability or obligation relating to wages, severance payments, bonuses, medical and workers’ compensation claims, vacation pay, any other employee benefit plans or arrangements or payroll practices, and (2) any liability or obligation under any Seller Benefit Plan; and (viiixii) all other Liabilities any liability or obligation of Seller and the Selling Affiliates 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 Seller Sub 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitytheir respective Affiliates. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, 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 Purchaser shall hereby agrees to pay, discharge or perform and discharge when due, due all of the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Seller and its Affiliates related to or arising out of the Selling AffiliatesPurchased Assets or to the extent related to or arising out of the Business, in each case other than any Excluded Liability the Retained Liabilities (the “Assumed Liabilities”):), in each case, whether accruing prior to, on or after Closing, including the following: (a) Any and all Liabilities relating to or arising out of the Specified Business Contracts; (b) Notwithstanding any provision in Section 2.7 (except Section 2.7(b), Section 2.7(c) and Section 2.7(k)), any and all Liabilities (i) all Accounts Payable, accrued expenses relating in any way to Environmental Laws or the Release of or exposure to Hazardous Materials and other current liabilities (ii) arising out of or relating to in any way any past, current or future businesses, operations, services or properties of or associated with the ProductPurchased Assets, the Acquired Assets Assumed Liabilities or the Business arising on (including any businesses, operations, products or after properties for which a former, current or future owner or operator of the Closing DatePurchased Assets, the Assumed Liabilities or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise); (iic) 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) Any and all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such LiabilitiesTaxes imposed with respect to, arising out of or relating to the Product) whether arising prior toPurchased Assets, on the Assumed Liabilities or after the Closing DateBusiness other than Excluded Business Taxes; (ivd) Any and 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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, other than Excluded Business Taxes; (e) Any and all Liabilities (i) in respect of Transferred Business Employees arising at or after the Closing or incurred prior to the Closing Date, (ii) assumed by Purchaser pursuant to Section 5.7, or (iii) arising with respect to the Transferred Business Employees pursuant to the Assumed Benefit Plans; (f) Any and all Liabilities (i) in clause (g) or (h) in the definition of Funded Debt or (ii) relating to or arising out of the Purchased Company Benefit Plans; (g) Any and all Liabilities of the Purchased Companies, including any claimFunded Debt or other Indebtedness of the Purchased Companies (in the case of such Funded Debt, actionsolely to the extent such Funded Debt is included in the determination of Closing Funded Debt), suit, arbitration, inquiry, proceeding related to or investigation by arising out of the Purchased Assets or before any Governmental Entity.to the extent related to or arising out of the Business; (bh) Notwithstanding any Any and all Funded Debt or other provision Indebtedness to the extent related to or arising out of this Agreementthe Purchased Assets or the Business (in the case of such Funded Debt, Purchaser shall not assume any Excluded Liability, each solely to the extent such Funded Debt is included in the determination of which shall be retained and paid, performed and discharged when due by Closing Funded Debt); and (i) All other Liabilities identified on Section 2.6(i) of the Seller and the Selling Affiliates. The term “Excluded Liability” means:Disclosure Schedules.

Assumed Liabilities. (a) Upon the terms and subject Subject to the conditions of this AgreementClosing, Purchaser shall assume, effective as of 12:00:01 a.m. on at the Closing DateTime, and from and after the Closing Purchaser shall will assume and, subsequent thereto, will pay, satisfy, discharge, perform and discharge when due, fulfill all of the following liabilities, obligations and commitments liabilities (“Liabilities”) of Seller and the Selling Affiliatescollectively, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts Payableof the obligations and liabilities of the Vendor under the Assumed Contracts, accrued expenses Leases and other current the Permitted Encumbrances, excluding any obligations and liabilities arising out of or the Vendor relating to the ProductAgrirecycle Liens and Credit Suisse Registrations; (b) all obligations and liabilities of the Vendor with respect to the operations of the Purchased Business and the ownership or rental of the Purchased Assets, excluding the Acquired Assets Retained Liabilities and including all accounts payable, accrued liabilities and customer deposits payable associated with the Purchased Business or the Business arising ownership or rental of the Purchased Assets (including the Current Liabilities); (c) all of the obligations and liabilities accruing prior to, on and after the Closing Time or otherwise resulting from any action or inaction taken by the Purchaser on or after the Closing Date; (ii) all Liabilities Time in respect of any lawsuitsand all of the Purchased Business Employees who have accepted the Purchaser’s offer of employment; (d) all of the obligations and liabilities with respect to amounts owing to any Purchased Business Employees, claimsincluding for vacation time, actions or proceedings wages and other compensation, and for any Losses arising out of or Claims by Purchased Business Employees 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, period on or after the Closing DateTime in respect of any and all of the Purchased Business Employees who have accepted the Purchaser’s offer of employment; (iiie) any and all Liabilities for warranty claims other obligations and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to liabilities expressly assumed 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 Purchaser under this Agreement, and for greater certainty, the Vendor will not retain or continue to be responsible for and will not have any obligation to pay, satisfy, discharge, perform or fulfill any of the Other Transaction Documents, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityAssumed Liabilities. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

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 i. the liabilities of Seller related to the Contracts and the Leases, ii. such other liabilities of Seller relating to additional contracts, agreements and leases of Seller as Buyer shall have agreed in writing to assume, iii. the obligations of Seller relating to customer prepayments or deposits, iv. any and all accrued vacation pay of Seller's employees, through November 30, 1999, v. any and all state sales taxes, interest and penalties owed, owing or to be owed by Seller, vi. any and all unemployment taxes, interest and penalties owing or to be owed by Seller, vii. as to employees or former employees of Seller, any and all liabilities, costs, losses, fees or charges arising from, through or in any manner related to the duties and obligations of the employer-sponsor of viii. the Dental Policy, ix. the Long Term Policy, x. the Short Term Policy, xi. the 401(k) Plan, related Trust Agreement and Services Agreement, xii. the ▇▇▇▇▇▇▇ Communications, Inc., Employee Benefit Plan and related trust agreement, services agreement and stop-loss policy, and xiii. ▇▇▇▇▇▇▇ Companies Flexible Benefit Plan and Plan Supervisor Agreement, xiv. any and all liabilities and obligations relating to the Business of Seller accrued or incurred from September 1, 1999, until the Closing, and xv. any and all other liabilities or obligations of Seller as Buyer may hereafter agree to assume (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 (collectively, the "Primary Assumed Liabilities") in the aggregate exceeding $1,105,472.10; and, provided further, that (x) Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (c) through (i) of this Section 1.4 (collectively, the "Secondary Assumed Liabilities") in the aggregate exceeding $1,000,000, and (y) Buyer shall pay and discharge in full all those Secondary Assumed Liabilities described in Subsections (e) and (f) of this Section 1.4 within seven (7) days of the date of this Agreement. Except for the Assumed Liabilities described in this Section 1.4, Purchaser Buyer shall not assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser Seller shall pay, perform and discharge when due, compromise or otherwise provide for all of the following liabilitiesdebts, obligations and commitments (“Liabilities”) liabilities of Seller and the Selling Affiliates(whether absolute, other than any Excluded Liability (the “Assumed Liabilities”): (icontingent, fixed or otherwise) all Accounts Payable, accrued expenses and other current liabilities arising out of occurring or otherwise relating to the Product, the Acquired Assets or the Business arising on or after period prior to the Closing Date; Date (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating collectively "Seller Retained Liabilities"). Any Encumbrance which relates 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 an Assumed Liability shall be a "Permitted Encumbrance" 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision purposes of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:.

Assumed Liabilities. As of the Effective Date, Buyer agrees to assume -------------------- the future payment and performance of the following liabilities and obligations of Seller, whether known or unknown, fixed or contingent, recorded or unrecorded (collectively, the "Assumed Liabilities"): (a) Upon the terms and subject to the conditions of this AgreementThe Contracts; (b) All notes payable, Purchaser shall assumeindebtedness, effective as of 12:00:01 a.m. on the Closing Dateroyalty payments, or other obligations, liabilities, and from guarantees of Seller whether or not accrued on or before the Effective Date as set forth in Schedule 1.3(b) attached hereto and after incorporated herein by reference; (c) All of Seller's current liabilities as set forth in Schedule 1.3(c) attached hereto and incorporated herein by reference; (d) That certain credit facility of Seller in the Closing Purchaser aggregate principal amount of up to $10,000,000.00 (the "Credit Facility") payable to First Union Bank, N.A. (the "Bank"); and (e) Such other liabilities of Seller as Buyer expressly elects to assume in writing. Buyer shall pay, perform indemnify and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) hold each of Seller and the Selling AffiliatesSeller Group harmless from all suits, other than actions, losses, damages, claims, or liabilities of any Excluded Liability (the “Assumed Liabilities”): (i) character, type, or description whatsoever, including, without limitation, all Accounts Payableexpenses of litigation, accrued expenses court costs, and other current liabilities attorney's fees, relating to or arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Assumed Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale and/or Buyer's assumption of the Product payment or the ownership, sale, lease or use performance 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 Assumed Liabilities, arising out of or relating to the Product) whether arising prior toWHETHER OR NOT SUCH SUITS, 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 PeriodACTIONS, other than any Excluded Tax Liabilities; (v) all Liabilities for transferLOSSES, documentaryDAMAGES, salesCLAIMS, useOR LIABILITIES ARE THE DIRECT OR INDIRECT RESULT OF THE NEGLIGENCE, registrationGROSS NEGLIGENCE, 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityOR STRICT LIABILITY OR SELLER OR SELLER GROUP. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at Closing, the Purchaser shall assume, effective as of 12:00:01 a.m. on assume from the Closing Date, Seller (and from and after the Closing Purchaser shall thereafter pay, perform and perform, discharge when due, all of and otherwise satisfy in accordance with their respective terms), and the Seller shall irrevocably convey, transfer and assign to the Purchaser, only the following liabilitiesLiabilities (collectively, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts PayableLiabilities under the Assigned Contracts, accrued expenses and other current liabilities arising out Assigned Licenses, Real Property Leases, Seller Leases or the Easements, except for Liabilities which arose from or are related to any (a) breach by the Seller of any such Assigned Contract, Assigned License, Real Property Lease, Seller Lease or relating Easement at or prior to the ProductClosing; or (b) event, circumstance or condition occurring or existing at or prior to the Acquired Assets Closing, of which the Seller had Knowledge at or prior to the Business arising on Closing, that, with the notice or after lapse of time, would constitute or result in a breach by the Closing DateSeller of any such Assigned Contract, Assigned License, Real Property Lease, Seller Lease or Easement; (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vib) all Environmental Liabilities to the extent arising out of the ownership, operation or relating to the conduct of the Business or the Acquired Purchased Assets or prior to the Closing except for the Excluded Liabilities retained by the Seller pursuant to Section 1.4(c) and Section 1.4(d) (the “Assumed Environmental Liabilities”); (c) Claims that pertain to the ownership, sale operation or lease of any conduct of the Acquired Business or the Purchased Assets, whether arising prior tofrom any acts, omissions, events, conditions, activities, practices, incidents or circumstances in each case to the extent occurring on or after the Closing DateClosing; (viid) all Liabilities under Claims for personal injury or otherwise death or damage to property of any third party to the extent attributable to or arising out of the ownership or relating operation of the Business or the Purchased Assets on and after the Closing. Notwithstanding the foregoing or anything in this Agreement to the Transferred Permitscontrary, whether arising prior to, on or after Assumed Liabilities for Taxes shall only include Asset Taxes attributable to any Post-Closing Tax Period (including the Closing Date; and (viii) all other Liabilities portion of Seller and the Selling Affiliates 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 Asset Taxes attributable to the conduct Post-Closing Tax Period portion of any Straddle Period as determined in accordance with Section 1.7(d)) and any Transfer Taxes that are the responsibility 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityPurchaser pursuant to Section 1.7(a). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon In connection with the terms purchase and subject sale of the Purchased Assets pursuant to the conditions of this Agreement, Purchaser at the Closing, the Buyer shall assumeassume and pay, effective discharge, perform or otherwise satisfy all liabilities (I) of the Non-US Sellers as of 12:00:01 a.m. set forth on the Closing DateSchedule 2.2, and from and after the Closing Purchaser shall pay, perform and discharge when due, all (II) of the following liabilities, obligations Asset Sellers to the extent and commitments (“Liabilities”) of Seller and solely to the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities extent primarily arising out of or relating to the Product, Asset Sellers’ operation of the Acquired Assets Business or the Purchased Assets (the “Assumed Liabilities” ), including: (a) all liabilities of the Business arising on reflected or after reserved against in the Closing DateFinancial Statements or the notes thereto; (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; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilitiesliabilities accruing, arising out of or relating to the Product) whether arising prior to, on conduct or after operation of the Closing DateBusiness and in each case to the extent primarily relating to the Business and incurred subsequent to the Closing; (ivc) all Liabilities for Taxes arising out of or liabilities relating to the Purchased Assets in Closing Net Working Capital, Closing Indebtedness or Closing Transaction Expenses provided that a liability will not be deemed to be a liability in respect of the Product Closing Net Working Capital, Closing Indebtedness or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; Transaction Expenses solely based on this clause (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”c); (vid) all Environmental Liabilities any Taxes payable with respect to the portion of a Straddle Period beginning on the day after the Closing Date to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownershipPurchased Assets, sale or lease of any which shall include Taxes payable with respect to actions taken out of the Acquired Assets, whether arising prior to, ordinary course of business by Buyer on or the Closing Date and after the Closing DateClosing, and also including any Taxes to be paid by the Buyer pursuant to Section 6.9; (viie) 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 Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accruednon-Tax liabilities accruing, arising out of or relating to the conduct or operation of the Business, the Product or Acquired Assets Business or the ownership, sale ownership or lease of any use of the Acquired Assets, whether arising prior to, on or Purchased Assets from and after the Closing Date; (f) all liabilities related to the Business under the Assumed Contracts and the Business Permits to be performed on or after, or in respect of periods following, the Closing Date; (g) all liabilities, whether arising before, at or after the Closing, relating to the use, application, malfunction, defect, design, operation, performance or suitability of any product sold or distributed by the Canadian Seller before the Closing by, or service rendered before the Closing primarily related to the Purchased Assets or the Business conducted by the Canadian Seller (including any claimproducts for which a current or future owner or operator of the Purchased Assets or the Business may be alleged to be responsible as a matter of Law, action, suit, arbitration, inquiry, proceeding contract or investigation by or before any Governmental Entity.otherwise); and (bh) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due all non-Tax liabilities assumed by Seller and the Selling Affiliates. The term “Excluded Liability” means:Buyer pursuant to Section 5.6.

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall assumeincluding without limitation the transfer of the Purchased Assets to Purchaser, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall assume, and thereafter honor and fully and timely, pay, perform and discharge when due, all of the following liabilities of Sellers and shall perform all duties, responsibilities, and obligations of Sellers under the following, to the extent that such liabilities, duties, responsibilities and obligations and commitments arise or accrue after close of business on the Closing Date (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability those described in Section 2.2(a)(x)(A), which shall not be so limited) (collectively, the “"Assumed Liabilities”"): (i) all Accounts Payable, accrued expenses The Commercial Bank Liabilities; (ii) The Consumer Bank Liabilities; (iii) The CRA Liabilities; (iv) The Small Business Bank Liabilities; (v) All of Sellers' duties and other current liabilities arising out of or responsibilities relating to the ProductDeposit Liabilities, including without limitation, with respect to: (x) the Acquired Assets or the Business arising abandoned property laws of any state; (y) any legal process which is served on a Seller on or after before the Closing Date with respect to claims against or related to the Deposit Liabilities; or (z) any other applicable law; (vi) The Assumed Severance Obligations and the Stay Bonus Payments; (vii) The Advance Lines and the Negative Deposits, each as of the Closing Date; (iiviii) all Liabilities in respect Any of any lawsuits, claims, actions or proceedings arising out of or relating Sellers' accrued and unpaid expenses related to the manufacture, production, marketing, commercialization, distribution or sale operations of the Product Business to the extent a proration or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Dateadjustment is made with respect thereto pursuant to Section 3.5; (iiiix) 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 DateThe ISDA Agreements; (ivx) Any and all Liabilities for Taxes liabilities or obligations of any Seller or Fleet or any of their Affiliates under Environmental Laws relating to, resulting from or arising out of of: (A) Use or relating to or in respect operation of the Product or any Acquired Asset for any Post-Closing Tax Period, Real Property (other than any Excluded Tax Liabilities; (vReal Property leased to Purchaser pursuant to Section 11.2 hereof) 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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, or (B) Use or operation of the Real Property, the Leased Facilities or the Facilities by the Purchaser on or after the Closing Date, in either case including without limitation (1) the presence of any claimHazardous Materials or a release or the threat of a release on, actionat or from the Real Property, suitthe Leased Facilities or the Facilities, arbitration(2) investigative, inquirycontainment, proceeding removal, clean up and other remedial actions with respect to a release or investigation by the threat of release on, at or before from the Real Property, the Leased Facilities or Facilities, or (3) human exposure to any Governmental EntityHazardous Materials or nuisances of whatever kind to the extent the same arise from the condition of the Real Property or Facilities or the ownership, use, operation, sale, transfer or conveyance thereof. (xi) Any and all other liabilities and obligations relating to or arising out of the Purchased Assets or Assumed Liabilities to be performed after the Closing or arising out of the operation of the Facilities, the Leased Facilities or the Real Property from and after the Closing Date, but only to the extent that such liabilities or obligations arise or accrue after the close of business on the Closing Date; and (xii) Unfunded Advances under the Loans; and (xiii) The participation obligations as contemplated in Section 12.11 relating to the Letters of Credit and the Liquidity Support Agreements. (b) Notwithstanding any other provision of Except for the Assumed Liabilities and except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any Excluded Liabilityduties, each responsibilities, obligations or liabilities of which shall be retained and paidany kind or nature, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.

Assumed Liabilities. (a) Upon the terms and subject to the conditions contained herein, at the Closing, in further consideration for the sale of the Purchased Assets, and subject to the other terms and conditions of this Agreement, Purchaser Buyer shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing Purchaser shall pay, perform and discharge when due, all the liabilities and obligations, of every kind or nature, except for the Retained Liabilities (which, notwithstanding anything to the contrary herein, shall not be assumed and shall be retained by Seller), of Seller (whether in its own name or PGW’s name) and PFMC, to the extent arising out of or relating to the Business, including the following liabilities(each, obligations an “Assumed Liability” and commitments (“Liabilities”) of Seller and the Selling Affiliatescollectively, other than any Excluded Liability (the “Assumed Liabilities”): (ia) the ownership or use of the Purchased Assets and the conduct and operation of the Business prior to the Closing Date, other than the Retained Liabilities, and the ownership or use of the Purchased Assets by Buyer and the conduct or operation of the Business by Buyer on and after the Closing Date, including all Accounts Payableliabilities, accrued expenses responsibilities and other current liabilities obligations to the extent arising out of from or relating to the Productfollowing: (i) assumption and performance of the Collective Bargaining Agreement, the Acquired Assets or OPEB Plan, the OPEB Trust, any and all Employee Plans, the Assumed Contracts and Permits assigned to Buyer at Closing; (ii) customer advances, customer deposits and construction advances, unperformed service obligations, Right of Way relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case to the extent relating to the Business arising and outstanding on or arising after the Closing Date; (iiiii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or the Assumed Environmental Liabilities; (iv) Taxes relating to the manufactureBusiness for periods after the Closing Date and Transaction Taxes; (v) Regulatory Liabilities; and (vi) except to the extent provided for in Section 2.3(f), productionProceedings based on conduct, marketingoperation, commercializationactions, distribution inaction, facts, circumstances, conditions or sale of otherwise to the Product extent related to the Business, including Proceedings to the extent arising from or the ownershiprelated to any other Assumed Liability, salewhether occurring, lease arising or use of any of the Acquired Assets related to a period prior to, on or after the Closing Date; (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 OPEB Liabilities; (vc) all Liabilities for transfer, documentary, sales, use, registration, value added trade accounts payable and other similar Taxes accrued and related amounts unpaid current expenses in respect of goods and services incurred by or for the Business to the extent attributable to the period prior to the Closing; (including any penalties, interest d) obligations and additions to Tax) incurred liabilities of Buyer under or in connection with this Agreement, the Related Documents, any certificate or other document delivered in connection herewith or therewith, and any of the Other Transaction Documents, the Acquisition and the other 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 ownershipthereby, sale or lease of any of the Acquired Assets, whether arising prior to, on or after that by their terms expressly survive 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser at the Closing, the Designated Purchasers shall assume, effective as of 12:00:01 a.m. on the Closing Date, assume and from and after the Closing Purchaser shall agree to pay, satisfy, discharge and perform and discharge when due, all of the following liabilities, obligations Liabilities of the Seller Entities and commitments (“Liabilities”) their Affiliates related to or arising out of Seller and the Selling AffiliatesPurchased Assets or the Business, other than any Excluded Liability the Liabilities identified as Retained Liabilities in clauses (a) through (k) of Section 2.7 (the “Assumed Liabilities”):), in each case, whether accruing or arising prior to, on or after Closing, including the following: (ia) Any and all Accounts Payable, accrued expenses and other current liabilities Liabilities relating to or arising out of the ownership, use or conduct of the Business or the Purchased Assets, whether accruing or arising 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, including any and all Liabilities in respect of any Proceedings related thereto, other than the Liabilities identified as Retained Liabilities in Section 2.7; (b) Any and all Liabilities relating to or arising out of the ProductSpecified Business Contracts; (c) Any and all Liabilities relating to or arising out of the design, manufacture, testing, marketing, distribution, use or sale of Products; (d) Except for the Acquired Assets Liabilities set forth in Section 2.7(i), any and all Liabilities for product liability, product warranty, product recall, product defect and personal injury from Products or clinical trials related to the Business; (e) Any and all Liabilities with respect to any return, repair, warranty or similar Liabilities relating to products, projects and services of the Business arising on that were designed, planned, managed, constructed, supervised, manufactured or sold on, prior to or after the Closing Date; (f) Any and all Liabilities for (i) Taxes for which Purchaser is responsible pursuant to Section 7.3 and (ii) Taxes of, relating to or imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business, in each case, other than Excluded Business Taxes; (g) Any and all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufactureTransferred Employees, production, marketing, commercialization, distribution or sale other than (i) with respect to workers compensation claims being paid 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; , (ii) claims for unpaid wages by Seller or its Affiliates to Transferred Employees prior to the Closing Date, and (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 as set forth 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”Section 2.7(d); (vih) 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) Any and all Liabilities under for which Purchaser or otherwise its Affiliates expressly has responsibility pursuant to the extent arising out of or relating this Agreement, including pursuant to the Transferred Permits, whether arising prior to, on or after the Closing DateSection 5.11; and (viiii) Any and all accounts payable and other current Liabilities of Seller and included in the Selling Affiliates 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 calculation 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. Working Capital. The Parties acknowledge and agree that a single Liability may fall within more than one subsection in this Section 2.6; such fact does not imply that (bA) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which such Liability shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:transferred more than once or (B) any duplication of such Liability is required.

Assumed Liabilities. (a) Upon From and after the terms Closing, and subject to the terms and conditions set forth herein, and consistent with Sections 2.5, 8.9 and 14.2 of this the Primary Purchase Agreement, Purchaser shall will assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall will pay, perform and discharge when as they become due, all of the following liabilitiesliabilities and obligations of the HSBC Sellers solely to the extent such liabilities and obligations are required to be satisfied, obligations and commitments paid or performed after the Closing Date (“Liabilities”) of Seller and the Selling Affiliatescollectively, other than any Excluded Liability (the “Assumed Liabilities”): (1) the Assumed Deposits; (2) the Assumed Agreements, except for any liability or obligation under such Assumed Agreements (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to be performed prior to the ProductClosing Date or (ii) arising from a breach of, or default under, any such Assumed Agreements by the Acquired Assets HSBC Sellers or their respective Affiliates; (3) all liabilities and obligations accruing after the Closing Date that relate to or arise from the employment of the Transferred Business arising on or Employees by Purchaser after the Closing Date, including all compensation, benefits, severance, workers’ compensation and welfare benefit claims and employment-related liabilities incurred after the Closing Date; (ii4) all Liabilities any Accrued Interest and Fees on the Assumed Deposits, where such Accrued Interest and Fees is not otherwise deducted in respect determining the Net Book Value 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 DatePurchased Asset; (iii5) all Liabilities for warranty claims and product liability any Liability, duty or similar claimsobligation of any nature whatsoever, including all suitswhether accrued, actions absolute, primary or proceedings relating to any such Liabilitiessecondary, arising out of contingent or relating to the Product) whether arising prior tootherwise, direct or indirect, asserted or unasserted, known or unknown that arises based 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Transferred 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 Date relating to the Transferred PermitsBusiness, whether arising prior tothe Purchased Assets or the Assumed Liabilities, on or after the Closing Date; and (viii) all other Liabilities of Seller and the Selling Affiliates of whatever kind and or nature, primary or secondary, direct or indirect; and (6) the Card Rewards Liability. Purchaser’s obligations under this Section 2.2(a) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, absolute warranty or contingent, known covenant contained in this Agreement or unknown, whether the Primary Purchase Agreement or not accrued, arising out of any document delivered in connection herewith or relating any right or alleged right to the conduct indemnification hereunder or thereunder. All periodic fees or charges shall be shared on a proportionate basis as 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityDate in accordance with Section 3.3(b). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Except for the terms and subject liabilities pertaining solely to the conditions operation of this Agreementthe Practice at the Facility expressly set forth below (the "Assumed Liabilities"), the Purchaser shall assumenot assume or become responsible for any of the debts, effective as claims, liabilities, obligations, damages or expenses of 12:00:01 a.m. the Seller, whether or not any of the foregoing relate to, or arise out of, the operation of the Practice at the Facility, of any kind or nature, whether known, unknown, contingent, absolute, liquidated, unliquidated, disputed, undisputed or otherwise, incurred or accruing on or prior to the Closing Date, and from and after the Closing Purchaser shall payincluding, perform and discharge when duewithout limitation, all of the following liabilities, obligations and commitments (“Liabilities”w) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating for Taxes which relate to the Product, the Acquired Assets or the Business arising on or after periods prior to the Closing Date; , (iix) all Liabilities in respect of any lawsuitsclaims, claimssuits, actions or proceedings arising out of events occurring in the operation or relating business of the Facility or the Practice on or prior to the manufacture, production, marketing, commercialization, distribution Closing Date and (y) all claims that may arise with respect to services provided in connection with the Practice at the Facility on or sale prior to the Closing Date. The Assumed Liabilities shall be limited to all of the Product or (a) accounts payable by the ownershipSeller in the ordinary course of business consistent with prior practice, sale, lease or use of any of the Acquired Assets prior to, on or (b) amounts due with respect to periods after the Closing Date; Date under the Contracts and the Leases, and (iiic) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating amounts due with respect to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or periods after the Closing Date; Date under the DVI Capital Lease; provided, however, that on the Closing Date the amount of all payments (ivincluding principal and interest) due under the DVI Capital Lease shall not exceed the sum of $306,386.85 (payable in 21 monthly installments of $14,589.85), and the Seller shall be current with all Liabilities for Taxes arising out of or relating to or its obligations thereunder, and will not be otherwise in respect default of any term 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 DVI Capital Lease. To the extent that amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any due under the DVI Capital Lease shall exceed the sum of the Other Transaction Documents$306,386.85, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and solely responsible for the Selling Affiliates. The term “Excluded Liability” means:payment of such excess amounts.

Assumed Liabilities. (a) Upon the terms and subject Except to the conditions extent set forth in paragraph (b) below, Buyer will assume no liabilities or obligations of this Agreementeither Seller or the Benchmark Sub or the Wincup Sub, Purchaser shall assumeand no liabilities of or related to the Purchased Assets, effective the ▇▇▇▇▇▇▇ Businesses or their business or the Transferred Employees. Without limiting the foregoing, Buyer will assume no liabilities for, related to, arising out of or under or in respect of any of the following: (i) any taxes incurred by the Sellers or the Benchmark Sub or the Wincup Sub in the conduct of the business of the ▇▇▇▇▇▇▇ Businesses prior to the Closing; (ii) any actual or alleged violation by the Sellers, the Benchmark Sub, the Wincup Sub or by any previous owner of any of the Purchased Assets, of any Applicable Law; (iii) any breach by the Sellers, the Benchmark Sub or the Wincup Sub before Closing of any contract, agreement or commitment, including any Assumed Material Contract or Assumed Lease; (iv) any litigation, pending or threatened, at the time of Closing; (v) any contract or agreement, including any Assumed Material Contract or Assumed Lease, if the rights of the Sellers, the Benchmark Sub or the Wincup Sub are, for any reason, not transferred to, or the benefits thereunder are not otherwise made available to, Buyer at the Closing; (vi) severance or separation pay or employee benefits (under any Pension Plan, Welfare Plan or otherwise) for present or former employees of the Sellers or for the Transferred Employees or for any employees of the Mexican Facilities; (vii) any Hazardous Substances existing as of 12:00:01 a.m. on the Closing DateDate on, and from and after in or about the Purchased Assets or the leased premises on which the Purchased Assets are located or any Hazardous Emissions or Handling Hazardous Substances prior to the Closing Purchaser shall payDate at any location (including, perform and discharge when duewithout limitation, all remote storage, treatment, recycling or disposal sites); or (viii) the acts, omissions or other past practices of the Sellers, the Benchmark Sub or the Wincup Sub prior to the Closing Date with respect to the business of the ▇▇▇▇▇▇▇ Businesses or the Purchased Assets. (b) At Closing, Buyer will assume the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “"Assumed Liabilities”"): (i) all Accounts Payable, accrued expenses and other current liabilities the obligations arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date;Date under the Assumed Leases and the Assumed Material Contracts; and (ii) all Liabilities in respect of any lawsuitsearned or accrued vacation pay, claims, actions or proceedings arising out of or relating to holiday pay and sick pay for the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of Transferred Employees (if any of the Acquired Assets prior to, foregoing are currently paid under the Sellers' employment policies) for the current year but not any previous years in the amounts set forth on or after the Closing Date; (iii) Schedule 2.3(b). The "Assumed Leases" shall be 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 PeriodLeases indicated on Schedule 4.13 as being "Assumed Leases" and all ------------- other Leases listed on Schedule 4.13 which Buyer elects to assume as of Closing. ------------- The "Assumed Material Contracts" shall be all of the Material Contracts indicated on Schedule 4.16 ------------- as being "Assumed Material Contracts", all other Material Contracts listed on Schedule 4.16 which Buyer elects to assume as of Closing, and all other ------------- contracts, agreements and commitments, other than Material Contracts, which Buyer elects to assume as of Closing. If Buyer elects to assume any Excluded Tax Liabilities; (v) all Liabilities for transferLeases or contracts, documentaryagreements or commitments which are not indicated on Schedules 4.13 -------------- and 4.16 as being, salesrespectively, useAssumed Leases or Assumed Material Contracts, registration-------- then Buyer shall do so by providing a list of such Leases and contracts, 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by agreements at or before any Governmental EntityClosing. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilitiesLiabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability its Affiliates (the “"Assumed Liabilities”"): (i) all Accounts PayableLiabilities, accrued expenses obligations and other current liabilities arising out of commitments that Purchaser has expressly assumed or relating agreed to the Product, the Acquired Assets or the Business arising on or after the Closing Dateassume under this Agreement; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property due to the manufacture, production, marketing, commercialization, distribution use or sale misuse of the Product or the ownershipAcquired Assets, sale, lease or use of any of to the Acquired Assets prior to, on or extent arising from claims which are asserted after the Closing Date;Date other than (A) those Manufacturing Liabilities (defined below) included as an Excluded Liability pursuant to Section 2.02(b)(ii), and (B) any Liabilities for which Purchaser is indemnified pursuant to the Supply Agreement; and (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such other Liabilities, arising out obligations and commitments of or whatever kind and nature 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 DocumentsBusiness, the Acquisition and the other 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 Product, the Acquired Assets Assets, or the ownership, sale or lease of any of the Acquired Assets, whether to the extent arising prior to, on or from claims made 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.02(a), Purchaser shall not assume assume, or otherwise be responsible for, any Liabilities of Seller, BMS or ▇▇▇▇▇▇▇▇ whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof ("Excluded Liabilities"), which Excluded Liabilities include, without limitation: (i) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products, due to the use or misuse of the Product or the Acquired Assets, to the extent arising from claims which have been asserted on or prior to the Closing Date; (ii) any Liabilities relating to the failure of Seller, BMS or ▇▇▇▇▇▇▇▇ to manufacture, test, label, package, store, handle or ship the Product in accordance with (A) the written specifications for the Product set forth in the applicable NDA as of the date of manufacture or (B) cGMP (as defined in the Supply Agreement) and any other applicable Requirements of Laws to the extent arising from Product manufactured by or on behalf of Seller on or prior to the Closing Date ("Manufacturing Liabilities"); (iii) any Liability to or in respect of any employees or former employees of Seller, BMS or ▇▇▇▇▇▇▇▇, including without limitation (A) any employment agreement, whether or not written, between Seller, BMS or ▇▇▇▇▇▇▇▇ and any Person, (B) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller, BMS or ▇▇▇▇▇▇▇▇ or under which Seller, BMS or ▇▇▇▇▇▇▇▇ may incur Liability, each or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's, BMS' or ▇▇▇▇▇▇▇▇'▇ withdrawal or partial withdrawal from or termination of any Employee Plan and (C) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (iv) any Liability of Seller, BMS or ▇▇▇▇▇▇▇▇ in respect of any Tax (except as contemplated by Section 7.04 below); and (v) Environmental Claims arising from occurrences prior to the Closing Date. (c) Purchaser's obligations under this Section 2.02 shall not be retained and paidsubject to offset or reduction by reason of any actual or alleged breach of any representation, performed and discharged when due by Seller warranty or covenant contained in this Agreement or any Related Instrument or any right or alleged right to indemnification under this Agreement or any Related Instrument. (d) For the avoidance of doubt, if there is any conflict between the terms of this Section 2.02 and the Selling Affiliates. The Supply Agreement with respect to the Liabilities arising out of, or directly related to the Product (as such term “Excluded Liability” means:is defined in the Supply Agreement) sold by BMS or any of its Affiliates to Purchaser pursuant to the Supply Agreement, the terms of the Supply Agreement shall govern.

Assumed Liabilities. (a) Upon the terms and subject Except as expressly provided to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. contrary herein and on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability Schedule 5.2 (the “Assumed Liabilities”):), attached hereto and incorporated herein by reference, Data443 shall not, and expressly does not, assume any liabilities, obligations, or commitments of Seller, known or unknown, contingent or otherwise, of whatsoever kind or nature. By way of example and not limitation, the following shall not be an Assumed Liability: (ia) all Accounts Payableany obligation to employees of Seller for severance, termination, accrued expenses and payroll, vacation, or similar benefits, whether or not said employees are engaged by Data433 after the Closing; (b) any obligation arising under or related to any pension, retirement, vacation, insurance, option or other current liabilities arising out form of benefit plan of Seller or relating to the Product, the Acquired Assets or the Business arising on or after Seller’s employees relating to periods prior to the Closing Date; (iic) all Liabilities in respect of any lawsuits, claims, actions obligation related to or proceedings arising out of any loans, notes, bank debt, extensions of credit, or similar obligations; (d) any obligation with respect to Taxes due, accrued, or relating to a time prior to the manufacture, production, marketing, commercialization, distribution Closing Date or sale of the Product resulting from this Agreement or the ownership, sale, lease transaction(s) contemplated hereby; (e) any obligation arising under any arbitration or use litigation proceeding pending as of any of the Acquired Assets prior to, on or after the Closing Date, whether or not disclosed in this Agreement; (iiif) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating any obligation due to any such Liabilitiesmember, arising out manager, officer, or Affiliate of or relating to the Product) whether arising prior to, on or after the Closing DateSeller; (ivg) all Liabilities for Taxes any obligations arising out of or relating under any employment agreements to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilitieswhich Seller is a party; (vh) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions obligations as a licensee under any licenses that will not be assigned to Tax) incurred in connection with Data443 pursuant to this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vii) any trade debt and all Environmental Liabilities similar obligations incurred prior to the extent arising out of Closing Date whether or relating to not incurred for the conduct 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 DateBusiness; (viij) all Liabilities under or otherwise indebtedness of Seller owed to the extent arising out owners of Seller or relating to the Transferred Permitstheir respective Affiliates, whether arising prior to, on or after which will remain outstanding following the Closing Date(collectively, the “Member Loans”); and (viiik) all other Liabilities liabilities and obligations not expressly included within the definition of Seller and the Selling Affiliates 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 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, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms Buyer shall, and subject to the conditions of this Agreementhereby agrees to, Purchaser shall assume, effective as of 12:00:01 a.m. assume on the Closing DateDate and shall, and from hereby agrees to, duly, promptly and after the Closing Purchaser shall faithfully pay, perform and discharge when due, and otherwise comply with, all of the following liabilities, obligations and commitments liabilities of Seller (“Liabilities”and, to the extent listed or described on Schedule 2(d)(vi), its Subsidiaries) of Seller whatever kind and the Selling Affiliatesnature relating to, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities or 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 Documentsconduct of, the Acquisition and the other 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 AssetsBusiness, 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 Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, and whether arising before, on or after the Closing Date (collectively, together with all other liabilities of Seller relating to, or arising out of or in connection with the conduct of, the Business assumed by Buyer pursuant to this Agreement or the Schedules hereto but excluding the Excluded Liabilities, the “Assumed Liabilities”). Without limiting the generality of the foregoing, Buyer shall assume and pay, perform and discharge, and otherwise comply with, all of the following obligations and liabilities to the extent not Excluded Liabilities: (i) all obligations and liabilities of Seller in respect of accounts payable, accrued expenses and other current liabilities as of the Closing (including all accrued expenses and other current liabilities as of the Closing for salary, wages, bonuses, vacation, sick-pay, commissions, and any other compensation and benefits (including for employment-related Taxes) in respect of or relating to the Employees and Former Employees of Seller (whether or not such employees become Transferred Employees) (all of the foregoing being referred to herein collectively as the “Pre-Closing Employee Expenses”)); (ii) all obligations, liabilities and commitments of Seller under the Contracts; (iii) all obligations, liabilities and commitments in respect of any and all products (including inventory) manufactured, formulated, marketed, sold or distributed at any time prior to, on or after the Closing Date (including all obligations, liabilities and commitments in connection with the manufacture, formulation, marketing, sale or distribution thereof) in connection with the Business (including all product liability and infringement claims, all obligations and liabilities arising out of or relating to the conduct activities and operations of third-party contract manufacturers and co-packers (including all environmental obligations and liabilities), and all obligations and liabilities for Promotions, refunds, adjustments, exchanges, returns and warranty, merchantability and other claims), and all other obligations and liabilities which arise directly or indirectly out of the Business, the Product or Acquired Assets or the ownership, sale or lease of any operation of the Acquired Assets, whether arising Business or use of the Assets at any time prior to, on or after the Closing Date, including all pending claims and litigation relating to any claimof the foregoing obligations, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.liabilities and commitments; (biv) Notwithstanding all obligations, liabilities and commitments of Seller under Purchase Orders that are outstanding as of the Closing Date; (v) all obligations and liabilities of Seller with respect to Taxes for taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes imposed on or measured by the net income of Seller; (vi) all obligations and liabilities listed or described on Schedule 2(d)(vi) hereto; (vii) sponsorship of and all liabilities and obligations with respect to each Benefit Plan listed on Schedule 5(u) (and related insurance contracts) other than the Retained Benefit Plans; (viii) (A) all obligations and liabilities of Seller relating to or arising out of the employment or termination of employment of any Employees or Former Employees of Seller for periods prior to and through the Closing (whether or not such employees become Transferred Employees), and (B) except as otherwise specifically provided in Section 9(g), all obligations and liabilities relating to or arising out of the employment or termination of employment of any Transferred Employees after the Closing; and (ix) all other provision obligations and liabilities to the extent relating to the Business or the Assets (whether the same arise or are incurred or otherwise relate to periods prior to, on or after the Closing Date). It is hereby understood and agreed that all obligations or liabilities that would otherwise be Assumed Liabilities under this Section 2(d) but for the fact that such obligations or liabilities are obligations or liabilities of the Acquired Subsidiaries (and not Seller) shall be, for the avoidance of doubt, retained by such Acquired Subsidiaries, and Buyer shall cause such Acquired Subsidiaries to pay, perform or discharge all such obligations and liabilities. Buyer’s obligations under this Agreement, Purchaser Section 2(d) shall not assume be subject to offset or reduction by reason of any Excluded Liabilityactual or alleged breach of any representation, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:warranty or covenant contained in this Agreement or any agreement or document delivered in connection herewith or any right or alleged right to indemnification hereunder.

Assumed Liabilities. (a) Upon Subject to the terms and subject conditions set forth herein, Buyer shall assume and agree to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all effective as of the Closing, only the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates(collectively, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts Payable, accrued expenses liabilities to the extent reflected in the Closing Net Working Capital Amount (including trade accounts payable to third parties in connection with the Business that remain unpaid as of the Closing Date and other current deferred revenue items related to Inventory and included in the Closing Net Working Capital Amount); (b) all liabilities and obligations arising out of under or relating to the ProductAssigned Contracts arising after the Closing (except to the extent arising out of a breach or default by Seller under an Assigned Contract); (c) except for the Retention Agreement Obligations, the Acquired Assets and as specifically provided in Article IX, all liabilities and obligations of Buyer or the Business its Affiliates relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee arising on or after the Closing DateClosing; (iid) subject to Section 8.7, all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or liabilities and obligations for (i) Taxes relating to the manufactureBusiness, production, marketing, commercialization, distribution or sale of the Product Purchased Assets or the ownership, sale, lease or use of Assumed Liabilities for any of the Acquired Assets prior to, on or taxable period ending after the Closing DateDate and (ii) Taxes for which Buyer is liable pursuant to Section 8.3; (iiie) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating subject to any such Liabilitiesindemnification obligations arising from the representations and warranties set forth herein, 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities liabilities to the extent arising out of or otherwise related to the Louisiana Facility or Purchased Real Property (or any condition thereon), including (A) the Release or continuing Release of any Hazardous Material, regardless of when or by whom and (B) any noncompliance with Environmental Laws; (f) All liabilities of Buyer or Seller with respect to the WARN Act relating to or arising from the conduct Manufacturing Facilities; and (g) all other liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business or and the 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; (vii) all Liabilities under or otherwise Closing, including to the extent arising out of or relating otherwise related to the Transferred Permits, whether arising prior to, on Purchased Real Property (or after the Closing Date; and (viii) all other Liabilities of Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entitycondition thereon). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assumeBuyer agrees, effective as at the time of 12:00:01 a.m. on the Closing (or the Assumption and Assignment Effective Date, as applicable), to assume and from and after the Closing Purchaser shall pay, perform and discharge when duedischarge, all of the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability Sellers (the “Assumed Liabilities”): (ia) all Accounts Payable, accrued expenses liabilities and other current liabilities obligations of Sellers arising after the Assumption and Assignment Effective Date relating to or arising out of the Assumed Contracts or relating Assumed Real Property Leases (including but not limited to all liabilities and obligations pursuant to the ProductJVA and the JV Agreements (as such terms are defined in the Consent and Settlement Agreement dated July 31, 2017 (the Acquired “Consent”))), but excluding, for the avoidance of doubt, any and all liabilities or obligations under any Assumed Contracts or Assumed Real Property Lease of any nature, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, whether or not existing on the Assumption and Assignment Effective Date, arising out of any transactions entered into or any state of facts existing, or the use, ownership, possession or operation of the Purchased Assets or the conduct of the Seller’s portion of the Business prior to the Assumption and Assignment Effective Date; (b) liabilities and obligations arising after the Closing Date relating to or arising out of the Purchased Assets, but excluding, for the avoidance of doubt, but subject to sub-section (c) below, any and all liabilities or obligations of any nature, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, whether or not existing on the Closing Date, arising out of any transactions entered into or after any state of facts existing, or the use, ownership, possession or operation of the Purchased Assets or the conduct of the Seller’s portion of the Business prior to the Closing Date; (iic) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating Apportioned Tax Obligations and Transfer Taxes allocated 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, the Acquisition and the other 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 DateArticle 8; and (viiid) all other Liabilities liabilities and obligations of Parent Seller and the Selling Affiliates with regard to Parent Seller’s guarantees of whatever kind and natureindebtedness of Solazyme Bunge, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the conduct as set forth in Section 2.03(d) of the Business, Seller Disclosure Schedule; provided that it is understood and agreed that Buyer’s obligation with respect to such guarantees shall be to enter into replacement guarantees on terms no more onerous than the Product or Acquired Assets or the ownership, sale or lease of any terms of the Acquired Assets, whether arising prior to, on or after existing Parent Seller guarantees and in an amount not to exceed the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entityamount of such guaranteed obligations as set forth in Section 2.03(d) of the Seller Disclosure Schedule. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of this AgreementEffective Date, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform assume and discharge and perform when due, all of due the following liabilitiesLiabilities, obligations and commitments (“excluding the Excluded Liabilities”) , of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (ia) all Accounts PayableAll Liabilities, accrued expenses and other current liabilities arising out of or relating to excluding 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 Excluded Liabilities, arising out of or relating to the Productownership, use, possession, manufacturing, or repair, sale or distribution (except for any sales or distribution activities of Seller in violation of the United States Foreign Corrupt Practices Act, any other anticorruption laws or regulations, or export control laws or regulations) of the Purchased Assets or Licensed Products whether arising prior to, on before (only for Purchased Assets or Licensed Products within the Exclusive Licensed Field) or after the Closing Effective Date;, including without limitation: (ivi) Subject to Section 7.2(a) (iii), all Liabilities for Taxes with respect to warranty claims with respect to the Licensed Products; or (ii) subject to Section 7.2(a)(iv), all Liabilities arising out of or relating to or third party tort claims of product liability that are brought in respect of the any Purchased Asset, Licensed Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; build ahead inventory (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 as defined in connection with this the Transition Services Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vii) All Liabilities, excluding Excluded Liabilities, arising under or related to the Assumed Contracts or the Retained Interests, after the Effective Date and (ii) all Environmental Liabilities Liabilities, excluding Excluded Liabilities, arising under or related to the extent arising out of or relating to the conduct of the Business Assumed Contracts or the Acquired Assets or Retained Interests before the ownership, sale or lease Effective Date up to a total aggregate amount of any of the Acquired Assets, whether arising prior to, on or after the Closing Date$600,000; (viic) (i) All Liabilities, excluding Excluded Liabilities, for allowances, credits or adjustments to which customers purchasing Licensed Products after the Effective Date may be entitled and (ii) all Liabilities, excluding Excluded Liabilities, for allowances, credits or adjustments to which customers who purchased Licensed Products within the Exclusive Licensed Field before the Effective Date may be entitled, up to a total aggregate amount of $300,000; (d) All Liabilities under or otherwise to for open purchase orders as set forth in Schedule 1.3(f); (e) Beginning on the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or date that is twelve (12) months after the Closing Effective Date; and (viii) , Purchaser will assume all other Liabilities of Seller and the Selling Affiliates of whatever kind and natureLiabilities, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accruedexcluding Excluded Liabilities, arising out of or relating to the conduct design of the Business, the Product or Acquired Purchased Assets or the ownership, sale or lease of any of the Acquired AssetsLicensed Products, whether arising prior to, on before or after the Closing Effective Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.; and (bf) Notwithstanding any other provision All Liabilities, excluding Excluded Liabilities, arising out of or relating to the design of the Purchased Assets or Licensed Products that does not directly result in the Licensed Products being out of specification or requiring recertification, whether arising before (only for Purchased Assets or Licensed Products within the Exclusive Licensed Field) or after the Effective Date. For the avoidance of doubt, for the purposes of this AgreementAgreement a Liability is deemed to have arisen at the time of the occurrence of the fact, Purchaser shall not assume any Excluded circumstance, act or omission leading to such Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:.

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assumeassume and agree to discharge and perform when due all Liabilities of each Seller and its Affiliates (other than the Transferred Entities) to the extent incurred in the conduct of the Business or to the extent arising from the ownership, effective use or operation of any Purchased Assets, whether arising before, on or after the Closing (but excluding the Retained Liabilities, which shall be retained by Sellers) (collectively, the “Assumed Liabilities”), including the following Liabilities: (a) all Liabilities as of 12:00:01 a.m. the Closing of the type set forth on a balance sheet prepared in accordance with GAAP (as applied in the Year-End Financial Statements) other than those that constitute Retained Liabilities; (b) all Liabilities of any Seller arising under the Assumed Contracts; (c) all Liabilities of any Seller arising under the Assumed Real Property Leases; (d) all Liabilities for allowances, credits or adjustments to which customers of the Business may be entitled; (e) all Liabilities for product warranty or Product Liability Claims to the extent related to the Business; (f) all Liabilities relating to pending claims or litigation related to the Business; (g) all Liabilities relating to the Transferred U.S. Employees and the Transferred Non-U.S. Employees that are specifically assumed by Purchaser pursuant to Section 5.8 or as required by local law and the Acquired Rights Directive, and any Liabilities arising out of or in connection with (i) the employment on or after the Closing Date of the Transferred U.S. Employees and the Transferred Non-U.S. Employees with Purchaser or its Affiliates; or (ii) any claim by a Transferred U.S. Employee or a Transferred Non-U.S. Employee in connection with such Employee’s employment on or after the Closing Date with Purchaser or its Affiliates (whether in contract or in tort or under statute for any remedy including for breach of contract, unfair dismissal, redundancy, statutory redundancy, equal pay, sex, race or disability discrimination, unlawful deductions from wages or for breach of statutory duty or of any nature); (h) all accounts and notes payable and Indebtedness of any Seller, whether recorded or unrecorded, to divisions or Affiliates of Sellers that are Transferred Entities or other parts of the Business; (i) all Liabilities arising under or in respect of the Transferred U.S. Benefit Plans, the Transferred Foreign Benefit Plans, any of the Labor Contracts, or the Purchaser’s U.S. Pension Plan, in each case only as expressly provided in Section 5.8; (j) all Liabilities related to the possession, occupation, operation, or maintenance of the real properties subject to the Assumed Real Property Leases, whether arising or accruing before, on or after the Closing Date, and from and after the Closing Purchaser shall paywhether such Liabilities relate to conditions that existed before, perform and discharge when dueon, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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; (iik) (A) all Liabilities arising from any obligation pursuant to Environmental Laws to investigate and/or remediate Materials of Environmental Concern at, on, under, or emanating from the Owned Real Property or the Business Leased Real Property, (B) all Environmental Claims in respect connection with the Owned Real Property or the Business Leased Real Property, and (C) all Liabilities under Environmental Laws relating to the conduct of any lawsuitsthe Business at the Owned Real Property or the Business Leased Real Property, claimsincluding the handling, actions management, treatment or proceedings disposal on-site of Materials of Environmental Concern or compliance with Environmental Laws; (l) all Liabilities arising out of or relating to the manufactureany Business Intellectual Property, production, marketing, commercialization, distribution including with respect to infringement thereby 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 Datemisappropriation relating thereto; (iiim) except as specifically described in Section 1.4, 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Sellers to the extent arising out of or relating to the conduct any non-compliance or alleged non-compliance 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 Datewith applicable Laws; and (viiin) all other Liabilities for Assumed Business Taxes. Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to discharge or perform, and will not be deemed by virtue of Seller the execution and delivery of this Agreement or any document delivered at the Selling Affiliates Closing pursuant to this Agreement, or as a result of whatever kind and naturethe consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to discharge or perform, any Liability of any Seller, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to other than 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntityAssumed Liabilities. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. Except as provided in Section 1.4, at the Closing, Buyer shall assume and agree to thereafter perform when due and discharge, without any recourse to Seller or any affiliate of Seller whatsoever, the following liabilities and obligations of Seller with respect to the Timberland Assets (the "Assumed Liabilities"): (a) Upon the terms all liabilities and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. obligations for Taxes on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Timberlands or other Timberland Assets or the Business arising which relate to periods on or after the Closing Date; (iib) all Liabilities in respect liabilities, obligations, costs and expenses, of any lawsuitswhatever kind or character, claims, actions or proceedings (i) arising out of or relating to the manufacture, production, marketing, commercialization, distribution ownership or sale operation of the Product Timberland Assets on or after the ownershipClosing Date (subject to, saleand without limitation of, lease Seller's indemnification obligations under this Agreement), and/or (ii) for which Buyer will receive the benefit relating to such liability, obligation, cost or use expense determined by applying the accrual basis of accounting in accordance with generally accepted accounting principles consistently applied ("GAAP"); (c) all liabilities and obligations of Seller under the Contracts relating to any period on or after the Closing Date, including without limitation all obligations with respect to performance of any of kind required under the Acquired Assets prior toContracts on or after the Closing Date and all liabilities, obligations, costs and expenses arising or owing under the Contracts relating to any period on or after the Closing Date; (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 trade accounts payable relating to the Product) whether arising prior toTimberland Assets, regardless of when invoiced or paid, to the extent that the goods or services to which such trade payables relate are delivered to or performed for the benefit of Buyer on or after the Closing Date; (ive) all Liabilities liabilities and obligations associated with the Operating Deposits, for Taxes arising out of which Buyer shall reimburse Seller and/or substitute collateral to Seller on or relating prior to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax LiabilitiesDate; (vf) all Liabilities for transferobligations imposed by statute, documentaryregulation, sales, use, registration, value added and other similar Taxes and related amounts (including contract or otherwise with respect to reforestation of any penalties, interest and additions to Tax) incurred in connection with this Agreement, any portion of the Other Transaction DocumentsTimberlands including, without limitation, the Acquisition and obligations described on Schedule 1.3(f) (the other transactions contemplated hereby and thereby (“Transfer Taxes”"Reforestation Obligations");; and (vig) all Environmental Liabilities to the extent arising out affirmative obligations of or relating to the conduct of the Business Seller (or the Acquired Assets or the ownership, sale or lease of land owner) that are set forth in any of the Acquired Assets, whether arising prior to, documents listed as Permitted Encumbrances and that relate to any period 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon On the terms basis of the representations, warranties, covenants and agreements herein, and subject to the satisfaction or waiver of the conditions of this Agreementset forth herein and the terms hereof, as of, and at all times after, the Closing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Datetimely satisfy, and from and after the Closing Purchaser shall payperform, perform pay and discharge when due, and be solely responsible for all of the following liabilities, obligations and commitments (“Liabilities”) Liabilities of Seller and the Selling AffiliatesSeller, other than any the Excluded Liability Liabilities (the “Assumed Liabilities”): (i) i. all Accounts PayableLiabilities in connection with the conduct or operation of the Business or the use or ownership of the Purchased Assets accruing, accrued expenses and other current liabilities arising out of of, or relating to the Productevents, the Acquired Assets occurrences, pending or the Business arising threatened litigation, acts, omissions and claims happening on or after the Closing Date; (ii) Closing, including all Liabilities Liabilities, burdens and obligations arising in respect of any lawsuitsthe Assumed Contracts; ii. all Liabilities for replacement of, claimsor refund for, actions damaged, defective or proceedings arising out of or returned goods relating to the manufacturePurchased Assets, productionincluding items purchased in a gift shop or similar facility at the Property, 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 from and after the Closing DateClosing; (iii) . all Liabilities with respect to entertainment, dining and hotel reservations made by patrons relating to the Property prior to the Closing for dates from and after the Closing; iv. 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(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 Purchaser’s operation of the Product Business or any Acquired Asset for ownership or use of the Purchased Assets during any Post-Closing Tax Period, Period and (B) Taxes and other than any Excluded Tax Liabilitiesamounts payable by Purchaser pursuant to Sections 2.9 and 9.2; (v) v. all Liabilities for transfer, documentary, sales, use, registration, value added relating to the Transferred Employees accruing from and other similar Taxes after the Closing (and related amounts those Liabilities relating to the Transferred Employees accruing prior to the Closing as set forth in Section 7.1(d) and (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”e)); (vi) . all Environmental Liabilities to the extent arising out of or relating to the conduct to, directly or indirectly, Purchaser’s termination of the Business any Transferred Employee; vii. all Liabilities under Environmental and Safety Requirements relating to, resulting from, caused by or the Acquired Assets or arising out of the ownership, sale operation or lease of any control of the Acquired Property or the other Purchased 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 Seller and the Selling Affiliates 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 any claimLiability relating to contamination or exposure to Hazardous Substances at or attributable to the Property or the other Purchased Assets; viii. all Liabilities with respect to the Chips and TITO Tickets, actionunredeemed Players Advantage Club points and Progressive Liabilities; ix. all Liabilities of Seller under the Project Development Agreement, suitincluding any bond requirements or Rising Sun Regional Foundation payment obligations related thereto; x. all current Liabilities included in the Closing Net Working Capital or the Final Operations Statement; and xi. all Liabilities allocated to, arbitration, inquiry, proceeding or investigation assumed by or before any Governmental Entity. (b) Notwithstanding agreed to be performed by Purchaser pursuant to this Agreement or any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Transaction Document.

Assumed Liabilities. (a) Upon Subject to and without limiting the Buyer’s right to indemnity under this Article XIV, the terms of Article IV and subject Article V (including Buyer’s rights and remedies arising thereunder), the special warranty of Defensible Title in the Assignment, or any adjustments to the conditions of this Agreement, Purchaser shall assumeCash Consideration set forth in Section 2.3, effective as of 12:00:01 a.m. on the Closing DateClosing, Buyer hereby assumes and agrees to pay, perform, fulfill, and from discharge all obligations, duties, liabilities and other Losses with respect to, arising from, based upon, or attributable to the Assets, regardless of whether such obligations, duties, liabilities, and other Losses arose prior to, on, or after the Closing Purchaser shall payEffective Time (collectively, perform and discharge when dueand, all for purposes of clarity excluding the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (Retained Liabilities the “Assumed Liabilities”): ), including (ia) all Accounts Payablethe Assumed Environmental Liabilities; (b) the administration and payment of the Suspense Funds (solely to the extent Buyer receives a downward adjustment to the Cash Consideration at Closing pursuant to Section 2.3 in respect thereof); (c) those applicable to or related to the ownership, accrued expenses development, exploration, operation, and other current liabilities maintenance of the Assets and the production, transportation, processing, and marketing of Hydrocarbons from the Assets, including the payment of Property Expenses, whether imposed under or required by applicable Contracts, the Leases, applicable Law, or otherwise; (d) the administration and payment of Burdens on the Assets; (e) the Plugging and Abandonment Obligations; (f) except to the extent constituting Retained Liabilities under Section 14.2(h), Losses relating to or arising from any contamination or condition arising out of or relating attributable to any offsite disposal, removal, arrangement, or transportation of Hazardous Substances from the ProductAssets as governed by applicable Law; (g) the performance and discharge of all obligations, the Acquired Assets or the Business covenants, and agreements arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of from or relating to the manufactureLeases and Contracts or other agreements included within the Assets; (h) Buyer Taxes, production, marketing, commercialization, distribution or sale of and (i) the Product or make-up and balancing obligations for gas from 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 any Imbalance Volumes; provided, however, the Assumed Liabilities do not include, in all suitsinstances, actions or proceedings relating (A) the Retained Liabilities, (B) matters that are subject to any such Liabilitiesindemnification pursuant to Section 14.3(b) and (C) Losses to the extent caused by, arising out of, or resulting from the Excluded Assets. By assuming any liabilities or obligations in this Section 14.1, Seller and Buyer do not intend to admit, and are not deemed to have admitted, any liability to any third Person. Buyer’s assumption of or relating the Assumed Liabilities shall not affect the Parties’ agreement with respect to adjustments to the Product) whether arising prior to, on Cash Consideration under Section 2.3 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySection 13.1. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on at the Closing Dateand as part of the Contribution, Parent shall or, if applicable, shall cause the Designated Subsidiary to assume and from be liable for and after the Closing Purchaser shall agree to pay, discharge and perform when due and discharge when due, hold harmless Spyglass from all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating Spyglass Companies’ Liabilities to the Product, the Acquired Assets extent such Liabilities arise under 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 are solely related 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 toContributed Assets, whether arising before, on or after the Closing Date; 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 Documentscollectively, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer TaxesAssumed Liabilities”); (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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) . Notwithstanding any other provision of this Agreement, Purchaser other than the Assumed Liabilities, Parent shall not assume any Excluded LiabilityLiabilities of the Spyglass Companies, each including, without limitation: (i) all obligations, liabilities and commitments to the extent relating to or arising out of which any assets other than the Contributed Assets; (ii) all Taxes arising out of, relating to or in respect of the Spyglass Companies (other than with respect to the Contributed Assets) imposed for any period; (iii) all Taxes (other than Transfer Taxes) arising out of, relating to or in respect of the Contributed Assets imposed for any Pre-Closing Tax Period; (iv) all obligations, liabilities and commitments to the extent arising from the employment or termination of employment of any employee or former employee of the Spyglass Companies; and (v) all obligations, liabilities and commitments to the extent relating to or arising out of any suit, action or proceeding relating to the Contributed Assets and arising from actions or failure to act of any of the Spyglass Companies prior to the Closing Date. For the avoidance of doubt, (a) Spyglass shall be retained responsible for paying, and paidshall pay, performed all Taxes (other than Transfer Taxes) attributable to the Spyglass Companies’ ownership of, or entitlements to, the Contributed Assets for any Pre- Closing Tax Period and discharged when due by Seller (b) Parent and/or the Designated Subsidiary shall be responsible for paying, and shall pay, all Taxes (other than Transfer Taxes) attributable to their ownership of, or entitlements to, the Selling Affiliates. The term “Excluded Liability” means:Contributed Assets for any Post-Closing Tax Period.

Assumed Liabilities. (a) Upon Subject to and without limiting the Buyer’s right to indemnity under this Article XIV, the terms of Article IV and subject Article V (including Buyer’s rights and remedies arising thereunder), the special warranty of Defensible Title in the Conveyance Documents, or any adjustments to the conditions of this Agreement, Purchaser shall assumeCash Consideration set forth in Section 2.3, effective as of 12:00:01 a.m. on the Closing DateClosing, Buyer hereby assumes and agrees to pay, perform, fulfill, and from discharge all obligations, duties, liabilities and other Losses with respect to, arising from, based upon, or attributable to the Assets, regardless of whether such obligations, duties, liabilities, and other Losses arose prior to, on, or after the Closing Purchaser shall payEffective Time (collectively, perform and discharge when dueand, all for purposes of clarity excluding the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (Retained Liabilities the “Assumed Liabilities”): ), including (ia) all Accounts Payablethe Assumed Environmental Liabilities; (b) the administration and payment of the Suspense Funds (solely to the extent Buyer receives a downward adjustment to the Cash Consideration at Closing pursuant to Section 2.3 in respect thereof); (c) those applicable to or related to the ownership, accrued expenses development, exploration, operation, and other current liabilities maintenance of the Assets and the production, transportation, processing, and marketing of Hydrocarbons from the Assets, including the payment of Property Expenses, whether imposed under or required by applicable Contracts, the Leases, applicable Law, or otherwise; (d) the administration and payment of Burdens on the Assets; (e) the Plugging and Abandonment Obligations; (f) except to the extent constituting Retained Liabilities under Section 14.2(h), Losses relating to or arising from any contamination or condition arising out of or relating attributable to any offsite disposal, removal, arrangement, or transportation of Hazardous Substances from the ProductAssets as governed by applicable Law; (g) the performance and discharge of all obligations, the Acquired Assets or the Business covenants, and agreements arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of from or relating to the manufacture, production, marketing, commercialization, distribution Leases and Contracts or sale of other agreements included within the Product or Assets; (h) Buyer Taxes; and (i) the ownership, sale, lease or use of any of make-up and balancing obligations for gas from the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims▇▇▇▇▇, including any Imbalance Volumes; provided, however, the Assumed Liabilities do not include, in all suitsinstances, actions or proceedings relating (A) the Retained Liabilities, (B) matters that are subject to any such Liabilitiesindemnification pursuant to Section 14.3(b), and (C) Losses to the extent caused by, arising out of, or resulting from the Excluded Assets. By assuming any liabilities or obligations in this Section 14.1, Seller and Buyer do not intend to admit, and are not deemed to have admitted, any liability to any third Person. Buyer’s assumption of or relating the Assumed Liabilities shall not affect the Parties’ agreement with respect to adjustments to the Product) whether arising prior to, on Cash Consideration under Section 2.3 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental EntitySection 13.1. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. At the Closing, except as described in ------------------- this Section 1.2, the Purchaser shall assume and agree to pay, satisfy, perform and discharge as the same shall become due (ai) Upon the terms and subject all accounts payable to the conditions of this Agreement, extent they relate to the Business and are listed on a schedule prepared by the Seller and delivered to the Purchaser shall assume, effective as of 12:00:01 a.m. on prior to the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (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 liabilities resulting from or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale operation of the Product Business by the Purchaser, or the Purchaser's ownership, sale, lease operation or use of any the Acquired Assets, or the actions or omissions of the Acquired Assets prior toPurchaser, on its Affiliates, agents, contractors or subcontractors in connection therewith, following the Closing, including but not limited to liabilities under Assigned Contracts and the Real Estate Leases, in each case arising after the Closing Date; Date (iii) all Liabilities the "Assumed Liabilities"), pursuant to an Assumption Agreement substantially in the form of Exhibit 1.2 hereto. Notwithstanding anything contained in this Agreement to the contrary, the Purchaser shall not assume or otherwise be responsible at any time for warranty claims and product liability any liability, obligation, debt or similar claimscommitment of the Seller, including all suitsincluding, actions but not limited to, any liabilities, obligations, debts or proceedings relating to any such Liabilitiescommitments of the Seller incident to, arising out of or relating incurred with respect to this Agreement and 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 Periodtransactions contemplated hereby, other than any the Assumed Liabilities. Without limiting the foregoing, the following liabilities shall be retained by the Seller (the "Excluded Tax Liabilities;"): (va) 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 liability of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities Seller for Income Taxes attributable to the extent arising out of or relating to the conduct of the Business or the Acquired Assets for Pre-Closing Tax Periods, including (A) any liability for Income Taxes of the Seller pursuant to Treasury Regulation ss.1.1502-6(a) or any comparable provision of state, local or foreign law and (B) Income Taxes resulting from the ownership, sale or lease of any and transfer from the Seller to the Purchaser 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 liabilities in respect of Seller and the Selling Affiliates 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 any claim, actionlawsuit, suitaction or proceeding to the extent such claim, arbitrationlawsuit, inquiry, action or proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume directly pertains to any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Asset or Excluded Liability” means:.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of and other provisions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of will assume the following liabilities, obligations and commitments other liabilities (“Liabilities”whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise) of Seller and the Selling Affiliatesin each case, other than any Excluded Liability (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating related to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Specified Assets, whether arising prior to, on or after the Closing Date(the “Assumed Liabilities”): (a) all obligations and other liabilities of Seller arising under the Specified Contracts, but excluding any liabilities for or to the extent related to any breach, default or violation by Seller of the Specified Contracts occurring prior to the Closing, and excluding any payment obligation that is past due under the terms of the Specified Contract; (viib) all Liabilities obligations and other liabilities of Seller arising under or otherwise related to the BARDA Contract, but excluding any liabilities for any breach, default or violation by Seller of the BARDA Contract occurring prior to the Closing; (c) all of Seller’s obligations and other liabilities arising under or related to the Novation Agreement entered into among Seller, Purchaser and BARDA or any other Governmental Entity, including any liabilities incurred by Seller through a guarantee provided to BARDA or any Governmental Entity under a Novation Agreement; (d) all obligations and other liabilities related to any of the Taxes, charges, fees and expenses that Purchaser is required to bear and pay pursuant to Section 1.6; (e) all obligations and other liabilities of Seller and its Affiliates related to the Specified Assets or the Specified Product, to the extent required to be performed or incurred following the Closing and related to (i) any post-marketing approval studies, commitments and regulatory requirements of the FDA or any other Governmental Entity and (ii) any pharmacovigilance activities for the Specified Product; (f) any product liability, liability for adverse reactions, liability for recalls, liability for product and packaging complaints for the Specified Product, whether direct or as a result of successor liability, all other liabilities and obligations, in each case, to the extent that they arise out of Purchaser’s or any of its Affiliates use, ownership, operation or sale of the Specified Assets (including claims related to or arising from rebates, chargebacks, credits, product expirations, death, personal injury or other product liabilities); (g) all accounts payable, trade accounts payable and trade obligations arising out of or relating related to the Transferred PermitsSpecified Assets or the use, whether ownership, operation or sale of the Specified Assets, in each case, arising prior to, on or after the Closing Date; and (viiih) all other Liabilities of Seller obligations and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, liabilities arising out of or relating related to the conduct of the Business, the Product or Acquired Specified Assets or the use, ownership, operation or sale or lease of any of the Acquired Specified Assets, whether including any claims or Legal Proceedings arising prior toout of or related to the Specified Assets or the use, ownership, operation or sale of the Specified Assets, in each case, arising on or after the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon In further consideration for the terms sale of the Assets, at the Closing, and subject to the other terms and conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on Buyer will satisfy Buyer’s obligations under the Closing Date, Employee Agreement and from will assume and after the Closing Purchaser shall agree to pay, perform and discharge when due, all the liabilities and obligations, of the following liabilitiesevery kind or nature, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than or any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities of its Affiliates arising out of or relating to: (a) the ownership of the Assets and the conduct or operation of the Business prior to the ProductClosing Date, other than the Retained Liabilities; (b) the ownership or use of the Assets by Buyer or the conduct or operation of the Business by Buyer, in each case on and after the Closing Date, including all liabilities, responsibilities and obligations relating to or arising from the following: (i) performance of the Assumed Contracts and Permits included in the Assets and assigned to Buyer at Closing, except that Buyer shall not assume any liabilities or obligations for (x) any breach or default by Seller under any such Contract or Permit occurring or arising prior to the Closing Date or (y) the payment of money with respect to any obligation arising under any such Contract or Permit prior to the Closing Date, except in the case of this clause (y) to the extent (and only to the extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement) (such obligations and liabilities referred to in clauses (x) and (y), the Acquired Assets or “Retained Contract Liabilities”); (ii) (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the extent (and only to the extent) such advances and deposits are reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement), and (y) unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, and to the extent any such individual obligations set forth in this clause (y) exceed $1,000,000.00, as set forth on Schedule 2.2(b)(ii), in each case relating to the Business arising and outstanding on or arising after the Closing Date; (iiiii) all Liabilities the Assumed Environmental Liabilities; (iv) Taxes for periods on and after the Closing Date to the extent Buyer is obligated to pay such Taxes in respect of any lawsuitsaccordance with Article XI; (v) Proceedings based on conduct, claimsactions, actions inaction, facts, circumstances or proceedings conditions arising out of or occurring on or after the Closing Date (whether 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 periods prior to, on or after the Closing Date), including Proceedings arising from or related to any other Assumed Liability; (iiic) all Liabilities for warranty claims obligations 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; liabilities included (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or included, not just limited to those relating primarily to the conduct of Business) as obligations and liabilities 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; Base Statement (vii) all Liabilities under or otherwise as adjusted pursuant to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Final Closing DateStatement); and (viiid) all other Liabilities obligations and liabilities of Seller Buyer and its Affiliates under the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Employee Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:liabilities, responsibilities and obligations to be assumed by Buyer pursuant to this Section

Assumed Liabilities. (a) Upon In further consideration for the terms sale of the Assets, at the Closing, and subject to the other terms and conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on Buyer will satisfy Buyer’s obligations under the Closing Date, Employee Agreement and from will assume and after the Closing Purchaser shall agree to pay, perform and discharge when due, all the liabilities and obligations, of the following liabilitiesevery kind or nature, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than or any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities of its Affiliates arising out of or relating to: (a) the ownership of the Assets and the conduct or operation of the Business prior to the ProductClosing Date, other than the Retained Liabilities; (b) the ownership or use of the Assets by Buyer or the conduct or operation of the Business by Buyer, in each case on and after the Closing Date, including all liabilities, responsibilities and obligations relating to or arising from the following: (i) performance of the Assumed Contracts and Permits included in the Assets and assigned to Buyer at Closing, except that Buyer shall not assume any liabilities or obligations for (x) any breach or default by Seller under any such Contract or Permit occurring or arising prior to the Closing Date or (y) the payment of money with respect to any obligation arising under any such Contract or Permit prior to the Closing Date, except in the case of this clause (y) to the extent (and only to the extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement) (such obligations and liabilities referred to in clauses (x) and (y), the Acquired Assets or “Retained Contract Liabilities”); (ii) (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the extent (and only to the extent) such advances and deposits are reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement), and (y) unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, and to the extent any such individual obligations set forth in this clause (y) exceed $1,000,000.00, as set forth on Schedule 2.2(b)(ii), in each case relating to the Business arising and outstanding on or arising after the Closing Date; (iiiii) all Liabilities the Assumed Environmental Liabilities; Article XI; (iv) Taxes for periods on and after the Closing Date to the extent Buyer is obligated to pay such Taxes in respect of any lawsuitsaccordance with (v) Proceedings based on conduct, claimsactions, actions inaction, facts, circumstances or proceedings conditions arising out of or occurring on or after the Closing Date (whether 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 periods prior to, on or after the Closing Date), including Proceedings arising from or related to any other Assumed Liability; (iiic) all Liabilities for warranty claims obligations 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; liabilities included (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or included, not just limited to those relating primarily to the conduct of Business) as obligations and liabilities 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; Base Statement (vii) all Liabilities under or otherwise as adjusted pursuant to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Final Closing DateStatement); and (viiid) all other Liabilities obligations and liabilities of Seller Buyer and its Affiliates under the Selling Affiliates of whatever kind Employee Agreement. The liabilities, responsibilities and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating obligations to be assumed by Buyer pursuant to this Section 2.2 are hereinafter collectively referred to as the “Assumed Liabilities.” Notwithstanding anything in this Section 2.2 to the conduct of the Businesscontrary, 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, Purchaser Assumed Liabilities shall not assume include any Excluded Liabilityliabilities, each of which shall responsibilities or obligations expressly stated to be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Retained Liabilities pursuant to Section 2.3.

Assumed Liabilities. (a) Upon In further consideration for the terms sale of the Assets at the Closing, Buyer will assume and subject agree to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all liabilities and obligations, of the following liabilities, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of every kind 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 Liabilitiesnature, arising out of or relating to: (a) Buyer's ownership or use of the Assets and the conduct or operation of the Business by Buyer, in each case after the Closing Date, including all liabilities, responsibilities and obligations relating to or arising from the following: (i) Transferred Employees (except to the Productextent otherwise provided in Article X), including any termination of any Transferred Employee for any reason (including constructive dismissal) whether and Buyer's hiring practices or decisions; (ii) Performance of the Contracts included among the Assets (except that Buyer shall not assume any liabilities or obligations for any breach or default by, or payment obligations of, Seller under any such Contract occurring or arising prior to, or accruing on or prior to the Closing Date); (iii) Customer advances, customer deposits and construction advances, unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case relating to the Business and outstanding on or arising 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 LiabilitiesFuture Regulatory Obligations; (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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”)Assumed Environmental Liabilities; (vi) all Environmental Liabilities to One-half of the extent Transaction Taxes arising out of or relating to the conduct sale 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 Dateto Buyer hereunder; (vii) all Liabilities under Proceedings based on conduct, actions, facts, circumstances or otherwise to the extent conditions arising out of or relating to the Transferred Permits, whether arising prior to, on or occurring after the Closing Date, Proceedings in respect of Future Regulatory Obligations regardless of when filed, and Proceedings arising from or related to any other Assumed Liability; and (viii) all other Liabilities of Seller and the Selling Affiliates 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 Items addressed in Section 3.1(d) to the conduct of extent resulting in a decrease in 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.Purchase Price; (b) Notwithstanding any the Proceedings described as Assumed Liabilities in Schedule 2.2(b) and Proceedings affecting other provision Persons engaged in a business similar to the Business such as generic or industry-wide Proceedings; and (c) all Proceedings involving Seller, the Assets o? the Business based on conduct, actions, facts, circumstances or conditions arising or occurring on or before the Closing Date that are pending or threatened as of the Closing Date and that are disclosed to Buyer by Seller after the date of execution of this AgreementAgreement but prior to the Closing Date (except any such Proceedings described as Retained Liabilities in Schedule 2.2(b) and any such Proceedings relating to the Retained Liabilities described in Sections 2.3(a), Purchaser (b), (c), (d), and (f)), provided that any Losses incurred by Buyer in connection with any such individual Proceeding in excess of $200,000 or in connection with all such Proceedings in excess of $2,000,000 in the aggregate (when combined with all other Losses incurred by Buyer in connection with its performance or discharge of other Disclosed Pre-Closing Liabilities) shall be Retained Liabilities and Seller shall be obligated to indemnify Buyer pursuant to Section 13.1 (but subject to the applicable limitations on such obligations provided in Section 13.3(D) for such Losses incurred by Buyer in the amount of such excess; The liabilities, responsibilities and obligations to be assumed by Buyer pursuant to this Section 2.2 are hereinafter collectively referred to as the "Assumed Liabilities." Buyer hereby irrevocably and unconditionally waives and releases Seller from all Assumed Liabilities and all liabilities or obligations relating to the Business or the Assets to the extent arising from events or occurrences after the Closing or to the extent otherwise relating to the period after the Closing, including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not assume constitute a waiver and release of any Excluded Liabilityclaims arising out of the contractual relationships and indemnification arrangements between Buyer and Seller). Notwithstanding anything in this Section 2.2 to the contrary, each of which "Assumed Liabilities" shall not include any liabilities, responsibilities or obligations expressly stated to be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Retained Liabilities pursuant to Section 2.3.

Assumed Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall assume, effective as of 12:00:01 a.m. on assume from the Closing Date, Seller and from and after the Closing Purchaser shall thereafter pay, perform and or discharge when due, in accordance with their terms the following liabilities (the "Assumed Liabilities"): (a) all of the following liabilities, Seller's ordinary course obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or for goods and/or services relating to or arising from the ProductAcquired Assets, the Acquired Assets or Assigned Agreements and/or the Business arising on or after the Closing Date; (iib) all Liabilities in respect of any lawsuits, claims, actions or proceedings the obligations and liabilities arising out of or relating under and related 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, Assigned Agreements on or after the Closing Date; (iiic) all Liabilities for warranty claims of the obligations and product liability liabilities, including, without limitation, all rent, common area maintenance, taxes and other expenses, arising under and related to the Acquired Locations after the earlier of: (i) the Closing Date or similar claims(ii) April 30, including 2001; (d) all suits, actions or proceedings relating to liabilities and obligations arising under Environmental Laws in connection with any such Liabilities, Acquired Locations (provided that the Purchaser shall not assume any liabilities and obligations arising out of or relating to (i) transportation of, arrangement for transportation of, disposal or arrangement for disposal of, Hazardous Substances or other materials prior to the ProductClosing Date at any location included in the Acquired Assets; or (ii) whether arising any property or facility owned, leased or operated prior toto the Closing Date by the Seller or otherwise relating to the operation of the Business that is not included in the Acquired Assets); (e) any obligation or liability for sales, use and other Taxes attributable to the period beginning on or after the Closing Date, (f) all obligations and liabilities relating to advertising that arise after the earlier of: (i) the Closing Date or (ii) April 30, 2001; PROVIDED, HOWEVER, that the Purchaser also shall be responsible for reimbursing the Seller, in an amount not to exceed $500,000, for Prepaid Advertising that arises from book dates on or after May 15, 2001; (ivg) all Liabilities for Taxes arising out of the liabilities and obligations that the Purchaser agrees to perform or relating to or assume in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax LiabilitiesSection 5.05; (vh) the Seller's actual post-petition accounts payable to trade vendors or other post-petition obligations, in an amount equal to three million dollars ($3,000,000); provided that the Purchaser shall provide the Seller an accounting of all Liabilities for transferamounts paid on account of such assumed obligations by no later than thirty (30) days after the Closing, documentary, sales, use, registration, value added which accounting shall be updated and other similar Taxes and related amounts provided to the Seller every fourteen (including any penalties, interest and additions to Tax14) incurred days thereafter until the assumed obligations are paid in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”)full; (vii) all Environmental Liabilities Employment Related Obligations in an amount not to exceed one million one hundred thousand dollars ($1,100,000), in accordance with a Schedule to be provided at or prior 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 (viiij) all other Liabilities of Seller the Seller's liabilities for Gift Certificates and the Selling Affiliates 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 Merchandise Credits outstanding 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 Date, including any claimnot to exceed one million four hundred thousand dollars ($1,400,000) in the aggregate, action, suit, arbitration, inquiry, proceeding in accordance with a Schedule to be provided at or investigation by or before any Governmental Entityprior to the Closing. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser shall assume, effective as of 12:00:01 a.m. on the First Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all performance obligations of the following liabilities, obligations and commitments (“Liabilities”) of Seller and under the Selling AffiliatesAssumed Contracts with respect to periods after the First Closing Date, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses liabilities for amounts owed and other current obligations thereunder by the Seller with respect to periods on or prior to the First Closing Date and (ii) liabilities and other obligations arising out of or relating to any breach thereof by the ProductSeller, (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 "Assumed 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, the Acquisition and the other 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 Seller and the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this AgreementAgreement or any Related Agreement to the contrary, other than the Assumed Liabilities, the Purchaser shall not assume or be deemed to have assumed any Liability or other obligation of the Seller whatsoever (the "Excluded LiabilityLiabilities"), including, without limitation, any Liability arising out of, resulting from or relating to: (i) any accounts payable of the Seller; (ii) the Business or the Seller's conduct thereof, including, without limitation, (A) any product liability, breach of warranty or similar causes of action or claims, whether in tort, contract or otherwise, regardless of when asserted, which resulted from the use or misuse of any Product manufactured by or on behalf of or sold or distributed by the Seller, (B) any violation of Applicable Laws, and (C) any Liabilities relating to the pricing of the Products by the Seller, rebates, chargebacks or other forms of discounts, allowances or other deductions granted by the Seller, or the marketing of the Products by the Seller or any Person acting on behalf of the Seller; (iii) Environmental Claims, Environmental Conditions and natural resources damages and injuries existing on or prior to the First Closing Date, or arising from events on or prior to the First Closing Date, in each case including, but not limited to, (1) Environmental Claims, Environmental Conditions and natural resources damages or injuries, respecting any of the Acquired Assets, the ▇▇▇▇▇▇ Equipment or the Par Equipment, either of the Facilities or improvements thereon, the Excluded Assets, the Business as conducted by the Seller or otherwise, and (2) any and all Losses and events giving rise to Losses covered by Section 8.3(d); (iv) employment, payroll, compensation or benefits (including severance) for the past, present or future employees of the Seller or any contractor of the Seller, including Liability arising under federal or state plant shutdown laws such as the Warn Act, arising in connection with any termination of employment, movement of place of employment, shutdown or wind down of operations at the Facilities or any other operation of the Seller, at any time past, present or future; (v) Seller's past, present or future agreements with labor unions; (vi) any Liabilities of Seller for Taxes, including (A) any Taxes arising as a result of the Seller's operation of its business in the past, present or future, (B) any Taxes arising as a result of the Business, (C) any Taxes, other than sales taxes, that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and (D) any deferred Taxes of any nature ("Tax Liabilities"); (vii) rebates, chargebacks or other forms of discounts, allowances or other deductions granted by the Seller with respect to any Product, or with respect to any returns of any Product sold by the Seller; or (viii) all contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments of the Seller relating to the Business or otherwise other than the obligations under the Assumed Contracts assumed pursuant to Section 2.3(a)(ii), but including without limitation, those listed as Part 2.4(b)(viii) of the Disclosure Schedules (collectively, the "Terminated Contracts") which shall be retained terminated by the Seller on or prior to the First Closing Date and paid, performed and discharged when all sums due thereunder shall be paid in full by the Seller and all obligations due thereunder shall be performed by the Selling Affiliates. The term “Excluded Liability” means:Seller to completeness. (c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY RELATED AGREEMENT TO THE CONTRARY, (I) PURCHASER IS NOT IN ANY WAY A SUCCESSOR OF SELLER OR ANY OF ITS AFFILIATES UNDER APPLICABLE ENVIRONMENTAL LAWS OR ANY OTHER LAWS, AND (II) PURCHASER DOES NOT IN ANY WAY ASSUME ANY RESPONSIBILITY OR LIABILITIES OF THE SELLER FOR ENVIRONMENTAL CONDITIONS EXISTING ON OR RELATING TO THE FACILITIES OR ENVIRONMENTAL CLAIMS RELATING THERETO.

Assumed Liabilities. (a) Upon the terms and subject Purchaser agrees to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and assume from and after the Closing Purchaser shall pay, perform and discharge when due, all of only the following liabilities, liabilities and obligations and commitments (“Liabilities”) of Seller and relating to the Selling Affiliates, other than any Excluded Liability Business (the “"Assumed Liabilities”"): (ia) all Accounts Payable, accrued expenses the rights and other current liabilities obligations of Seller arising out of or relating to the Product, the Acquired Assets or the Business arising on or from and after the Closing Date; under the Contracts listed on Schedule 2.2(a) (iithe "Assumed Contracts") all Liabilities in respect of any lawsuits, claims, actions which are designated on Schedule 2.2(a) as Clean-Op Assumed Contracts 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, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Drape 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; Assumed Contracts and (viiib) all other Liabilities those accounts payable due from Seller listed on Schedule 2.2(b) attached hereto (the "Accounts Payable"), which are designated on Schedule 2.2(b) as Clean-Op Accounts Payable or Drape Business Accounts Payable. Except for the Assumed Liabilities, Purchaser shall not assume, nor shall it be liable for, any liability, debt, obligation, claim against or contract of Seller and the Selling Affiliates of whatever any kind and natureor nature whatsoever, primary at any time existing or secondary, direct or indirect, absolute or contingent, known or unknownasserted, whether or not accrued, arising out of whether fixed, contingent or relating otherwise, whether known or unknown, whether related to the conduct of the Business, the Product or Acquired Assets Seller's Business or the ownership, sale or lease of any of the Acquired Purchased Assets, and whether arising prior toor not recorded on the books and records of Seller. In particular, on or after but without limiting the Closing Date, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreementforegoing, Purchaser shall not assume be responsible for the payment of (i) any Excluded Liabilityexpenses or liabilities for or to any employees of Seller including, each without limitation, any compensation, severance, vacation or termination pay, (ii) any liability or obligation of Seller for any taxes, assessments, charges, fees and impositions by any governmental authority including, without limitation, any taxes, assessments, charges, fees or impositions assessed as a result of the sale and purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement, (iii) any liability or obligation under any laws relating to Hazardous Substances (as defined below) or laws regulating the environment, (iv) any other liabilities or obligations with respect to any claim or cause of action, regardless of when made or asserted, which shall arises out of or in connection with the business and operations of Seller or the Purchased Assets prior to the applicable closing date including, but without limitation, any product liability or claims for injury to person or property relating to products manufactured, distributed or sold by the Seller's Business on or prior to the applicable closing date or which is imposed or asserted to be retained imposed by operation of law in connection with any product manufactured by or on behalf of Seller or any of its affiliates prior to the applicable closing date, and paid(v) any obligations related to products manufactured, performed and discharged when due distributed or sold by Seller and the Selling Affiliates. The term “Excluded Liability” means:Seller's Business on or prior to the applicable closing date which are either returned by a customer or for which any warranty or service claim is made by a customer.

Assumed Liabilities. (a) Upon the terms On and subject to the terms and conditions of set forth in this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Effective Date, Buyer shall assume from Sellers and from its subsidiaries and after the Closing Purchaser shall pay, discharge, perform or otherwise satisfy the following liabilities and discharge when dueobligations (whether or not fixed, contingent or absolute, accrued or unaccrued, known or unknown), other than the Excluded Liabilities: (a) all obligations and liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Seller International Subsidiaries and the Selling AffiliatesStockholders associated with, or resulting from, the purchase and ownership of the International Subsidiary Stock, including the promissory notes and other than any Excluded Liability arrangements listed on Schedule 5.6(a); (b) all obligations and liabilities of Sellers reflected on the “Assumed Liabilities”):Balance Sheet, including, but not limited to, the following: (i) all Accounts Payableaccrued personnel-related expenses for Weider Employees (including, but not limited to, expenses related to their hiring, severance payments, bonuses, medical and workers’ compensation plans, 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 Datebut unused vacation pay); (ii) all Liabilities legal expenses accrued in respect the ordinary course of any lawsuits, claims, actions or proceedings arising out of or relating business (not including Sellers’ legal expenses related 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 Datetransactions contemplated by this Agreement); (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 Dateroyalty payments; (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 Liabilitieslease obligations; (v) non-U.S. income Taxes due related to the Weider Branded Business; and (vi) outstanding debt. (c) all Liabilities for transfer, documentary, sales, use, registration, value added obligations and other similar Taxes and related amounts (including any penalties, interest and additions liabilities relating to Tax) incurred in connection with this Agreement, any trade accounts payable of the Other Transaction DocumentsWeider Branded Business whether accrued or payable prior to or after the Effective Date; (d) all obligations and liabilities relating to promotions, rebates, returns, broker commissions and chargebacks related to the Acquisition and Products occurring after the other transactions contemplated hereby and thereby Effective Date (“Transfer Taxes”regardless of when manufactured or offered, as applicable); (vie) all Environmental Liabilities obligations and liabilities relating to Taxes (including non-U.S. income Taxes), other than the Excluded Taxes; (f) all obligations and liabilities associated with accounts receivables arising within seventy-five (75) days prior to the extent Effective Date and any arising out of or thereafter; (g) any severance costs and obligations related to Weider Employees arising after the Effective Date; (h) all obligations and liabilities under the Weider Contracts, including any body builder contracts except as set forth on Schedule 2.4(h); (i) Product Liabilities relating to the conduct manufacturing, marketing, sale, distribution or use of a Product or the operation of the Weider Branded 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 Effective Date (regardless of when manufactured); (j) all obligations and liabilities relating to voluntary and involuntary recalls, seizures or withdrawals of Products occurring on or after the Effective Date (regardless of when manufactured); (k) all obligations and liabilities under the Employment Agreements relating to employees of the Domestic Business; (l) all obligations and liabilities with respect to the Weider Permits to the extent relating to the operation or conduct of the Weider Branded Business on and after the Effective Date; (viim) all Liabilities obligations and liabilities under or otherwise to the extent Weider Lease; and (n) all obligations and liabilities arising out of of, or relating to the Transferred Permits, whether arising prior incident to, the operation of the Weider Branded Business on or after the Closing Effective Date; and (viii) all other Liabilities of Seller and The foregoing liabilities being assumed by Buyer are referred to hereinafter collectively as the Selling Affiliates 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 any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity“Weider Liabilities. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:”

Assumed Liabilities. (a) Upon the terms and subject to the conditions As of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, Kos shall assume, be responsible for and from and after the Closing Purchaser shall pay, perform and discharge when due, all of due the following liabilities(collectively, obligations and commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”"ASSUMED LIABILITIES"): (iA) all Accounts Payableany Liability arising from any product liability, accrued expenses and breach of warranty, patent or trademark infringement claim, or any other current liabilities action or claim resulting from the sale of any Transferred Product (including any Liabilities, relating to voluntary or involuntary recalls of such Transferred Product), arising out of of, and to the extent attributable to, acts, omissions or events occurring after the Closing Date or relating to the Productsale of any Transferred Product after the Closing Date, other than such Liabilities to the Acquired Assets or extent resulting from the Business arising on or actions of BLS taken after the Closing Date; (iiB) all any Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or after the Closing Date relating to the manufacturePurchased Assets and the Transferred Product Grants, productionincluding, marketingwithout limitation, commercializationall obligations incurred on or after the Closing Date under the Transferred Product Assigned Contracts including, distribution or pursuant to Section 2.2.3(b), the obligation to fill Open Purchase Orders transferred to Kos; (C) subject to Section 2.7, all Rebates in connection with the sale of the Transferred Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or from and after the Closing Date; (iiiD) subject to Section 2.7, all Liabilities for warranty claims Chargebacks, and product liability any other post-sale refunds, price adjustments and other similar payments, credits or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out liabilities regarding sales of or relating to the Product) whether arising prior to, on or Transferred Products from and after the Closing Date; (ivE) subject to Section 2.7, all Liabilities for Taxes arising out returns of or relating to or in respect of the Transferred 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 the sale of the Other Transaction Documents, the Acquisition Transferred Product from and the other 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 (viiiF) all credits, reimbursements, and similar payments to buying groups, insurers and other Liabilities of Seller and the Selling Affiliates 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 institutions in connection with Transferred Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or sold after the Closing Date. Assumed Liabilities shall not include any Liability for Taxes (including any penalties, additions, fines, surcharges, or interest relating thereto), including any claimcosts, actionexpenses, suitand legal counsel fees, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. attributable to transactions between BLS (band/or its Affiliates) Notwithstanding and any other provision person (other than transactions entered into pursuant to this Agreement and any Open Purchase Orders transferred to Kos pursuant to Section 2.2.3(b)) in respect of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Selling Affiliates. The term “Excluded Liability” means:Purchased Assets or the Transferred Products.

Assumed Liabilities. At the Closing (as hereinafter defined), Buyer will assume and agree to pay, honor and discharge, when due (a) Upon the terms any and subject to the conditions of this Agreement, Purchaser shall assume, effective as of 12:00:01 a.m. on the Closing Date, and from and after the Closing Purchaser shall pay, perform and discharge when due, all of the following liabilities, obligations and commitments arising out of the Assigned Contracts and Assigned Permits after the Closing Date (other than liabilities related to any failure by the Sellers to comply with the terms thereof prior to the Closing Date and other than lease adjustments related to periods prior to the Closing Date that are not included in Closing Date Current Liabilities (the “Unaccrued Lease Adjustments”)) and (b) all accrued expenses and accounts payable related to the Business and the Assets outstanding on the Closing Date and reflected on the Closing Balance Sheet (the “Closing Date Current Liabilities”) of Seller and the Selling Affiliates(collectively, other than any Excluded Liability (the “Assumed Liabilities”): ). For clarification, such Assumed Liabilities shall not include (i) all Accounts Payableexcept as specifically set forth in Section 7.1 with respect to Transfer Taxes (as hereinafter defined) and Section 7.2 with respect to Property Taxes (as hereinafter defined), accrued expenses and other current liabilities any liability for Taxes (A) of the Sellers, or (B) resulting from, relating to, arising out of in connection with the use, or relating attributable to the Product, ownership or operation of the Acquired Assets or the Business arising on or after prior to the Closing Date; Date or the transfer of the Assets hereunder, (ii) all Liabilities in respect any loans, advances, or other indebtedness or guarantees 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, the Acquisition and the other 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 Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknowneither Seller, whether or not accruedrelated to the Business, (iii) any obligation or liability arising out of under or relating to the conduct either Seller’s employee benefit plans, including any contributions, fees, penalties, excise taxes, remedial payments, corrective contributions or benefits due under such plans as 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 (iv) claims, disputes, liabilities or any claim, action, suit, arbitration, inquiry, proceeding losses or investigation by or before any Governmental Entity. obligations arising prior to the Closing Date from customer claims; (bv) Notwithstanding any other provision liability owed by either Seller to the Shareholders, or any affiliate thereof; or (vi) attorneys’ fees and any other fees and expenses incurred by either Seller or Shareholders in connection with the negotiation and preparation of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller Agreement and the Selling Affiliates. The term “Excluded Liability” means:consummation of the transactions contemplated hereby.