Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Parties agreePurchaser shall assume, effective at as of 12:00:01 a.m. on the Effective TimeClosing Date, Buyer and from and after the Closing Purchaser shall assume or to cause its Subsidiaries to assume pay, perform and discharge when due, all Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Seller or and the Selling Affiliates, other than any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities Liability (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (ai) 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 building materials 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 asbestosany penalties, asbestos-containing materials interest and lead-based paintadditions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and PCBs, except for those Liabilities set forth on Schedule 2.04(e) the other transactions contemplated hereby and thereby (the “Excluded Environmental LiabilitiesTransfer Taxes”); (fvi) all Environmental Liabilities to the extent arising out of or in connection with relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any actof the Acquired Assets, omission whether arising prior to, on or circumstance occurring at any time after the Effective TimeClosing Date; (gvii) all Liabilities relating under or otherwise to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities the extent arising out of or relating to the International PlansTransferred Permits, whether arising prior to, on or after the Closing Date; and (iviii) any all other Liabilities with 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 Business Employees 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 Employee Plans expressly assumed by Buyer in Article VIISelling Affiliates. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.The term “Excluded Liability” means:

Assumed Liabilities. Upon (a) Except as otherwise provided in this Agreement, subject to and in accordance with the terms and subject to the conditions provisions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall Purchaser will assume or to cause its Subsidiaries to assume all Liabilities 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 not be liable for or assume any obligations of Seller arising subsequent to the Closing Date, or any of the Retained Subsidiaries amounts outstanding under any contracts listed on Schedule 2.4(a) which (a) have accrued prior to the extent relating 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 will not be liable for any obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or understandings of any kind or nature whatsoever arising from, attributable or related to Seller or the operation of its Business or the ownership or use of Seller’s Assets or any Leased Premises, including without limitation (i) any such liability arising from events or occurrences prior to the Closing, (ii) any such liability arising out of the Purchased Assets employment, terms or conditions of employment, or termination of employment of any Person, or the Business failure to employ any Person, (iii) any such liability for any period of whatever naturetime for federal, whether presently in existence state or arising hereafterlocal taxes, except penalties or interest (including without limitation any property or sales tax liability, penalty or interest) and (iv) any such liability for the Excluded Liabilities (the “Assumed Liabilities”)expenses, including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities debts or obligations incurred after the Balance Sheet Date in within or outside the ordinary course of business, . Anything to the extent not satisfied prior contrary contained herein notwithstanding, Purchaser shall neither assume nor have any obligations or liabilities whatsoever in respect of any environmental matter, any immigration matter or any employment matter including, without limitation, severance, the WARN Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit liabilities in respect of any employees, consultants or independent contractors or any Employee Benefit Plan, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability 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) Pension Benefit Guaranty Corporation (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product LiabilitiesPBGC”); (e) all Environmental Liabilities arising at or prior to , liability under Section 412 of the Effective Time in connection with or relating to the Business Internal Revenue Code, 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) amended (the “Excluded Environmental LiabilitiesCode”); ) or Section 102 (fa)(2) all Liabilities arising out of ERISA or in connection with other similar liability or expense of 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 Purchaser shall not be subject become a party to offset or reduction, whether by reason any Employee Benefit Plan as a result of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisetransactions contemplated by this Agreement.

Assumed Liabilities. 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, Buyer will satisfy Buyer’s obligations under the Parties agreeEmployee Agreement and will assume and agree to pay, effective at perform and discharge when due, all the Effective Timeliabilities and obligations, Buyer shall assume of every kind or to cause its Subsidiaries to assume all Liabilities nature, of Seller or any of the Retained Subsidiaries to the extent relating to or its Affiliates arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):relating to: (a) all current liabilities set forth on the Balance Sheet ownership of the Assets and all current liabilities incurred after the Balance Sheet Date in conduct or operation of the ordinary course of business, to the extent not satisfied Business prior to the Effective TimeClosing Date, other than the Retained Liabilities; (b) all Liabilities arising under the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes relating to ownership or use of the Purchased AssetsAssets by Buyer or the conduct or operation of the Business by Buyer, in each casecase 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 included in (and only to the calculation of extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the 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(dStatement) (the “Excluded Product Liabilities”such obligations and liabilities referred to in clauses (x) and (excluding the Excluded Product Liabilitiesy), the “Product Retained Contract Liabilities”); (eii) all Environmental Liabilities arising at or prior (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the Effective Time 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 connection with or 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 as currently and outstanding on or formerly conducted, arising after 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)Closing Date; (fiii) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective TimeAssumed Environmental Liabilities; (giv) all Liabilities relating Taxes for periods on and after the Closing Date to Purchased Subsidiary Employees, other than any the extent Buyer is obligated to pay such Liabilities expressly retained by Seller pursuant to Taxes in accordance with Article VIIXI; (hv) all Liabilities Proceedings based on conduct, actions, inaction, facts, circumstances or conditions arising or occurring on or after the Closing Date (whether relating to the International Plansperiods prior to, on or after the Closing Date), including Proceedings arising from or related to any other Assumed Liability; (c) obligations and liabilities included (to the extent included, not just limited to those relating primarily to the Business) as obligations and liabilities on the Base Statement (as adjusted pursuant to the Final Closing Statement); and (id) any Liabilities with respect to the Business Employees obligations and liabilities of Buyer and its Affiliates under the Employee Plans expressly Agreement. The liabilities, responsibilities and obligations to be assumed by Buyer in Article VII. Buyer’s obligations under pursuant to this Section 2.04 2.2 are hereinafter collectively referred to as the “Assumed Liabilities.” Notwithstanding anything in this Section 2.2 to the contrary, the Assumed Liabilities shall not include any liabilities, responsibilities or obligations expressly stated to be subject Retained Liabilities pursuant 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseSection 2.3.

Assumed Liabilities. Upon the terms Closing, Buyer assumes and subject hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the conditions Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of this Agreementwhether the same are deemed to have arisen, the Parties agreeaccrued or are attributable to periods prior to, effective at on or after the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities including obligations and liabilities of Seller concerning: (a) the use, ownership or any operation of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business ownership or operation of whatever naturethe Companies, whether presently in existence (b) any obligations under or arising hereafterrelating to any Contracts, except (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 Excluded Liabilities 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, including Buyer does not assume (and Assumed Liabilities shall not include): (i) the following Retained Liabilities, (except ii) any obligations or liabilities of Seller to the extent constituting that they are attributable to or arise out of the ownership, use or operation of the Excluded Liabilities): Assets, or (a) all 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; (ciii) any Liabilities other Claims for Pre-Closing Non-Income Taxes relating which Seller is required 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 indemnify Buyer pursuant to Section 3.9, Section 3.19, Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this 4 or 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise12.1.

Assumed Liabilities. Upon NewCo shall assume, satisfy and thereafter discharge the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all following Liabilities of Seller Pfizer or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureits Affiliates, whether presently in existence or arising hereafter, except for the Excluded Liabilities as applicable (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on Liabilities under the Balance Sheet and all current liabilities incurred Assigned Contracts arising after the Balance Sheet Date in the ordinary course of businessClosing, to the extent not satisfied and including all unfulfilled binding commitments made prior to the Effective TimeClosing Date to purchase inventory that are scheduled to be delivered or provided thereafter; (b) all other Liabilities arising under from or relating to the Purchased ContractsAssets or the 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) any all Liabilities for Pre-Closing Non-Income Taxes arising from or relating to the Purchased Assetspractice by NewCo, in each case, its Affiliates or Sublicensees of any Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the extent included in the calculation of Final Closing Net Working CapitalPatent and Know-How License Agreement; (d) all Liabilities arising under warranty obligations from or arising under applicable product liability, personal injury or tort Laws relating to the employment or termination of employment of any products manufactured or sold in the Business prior to, at Prospective Employee on or after the Effective Time, Closing Date (except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”as provided in Section 2.4(c)(ii)); (e) all Environmental Liabilities arising at or prior from any lawsuits commenced and claims made after the Closing to the Effective Time in connection with extent resulting from the conduct of the Purchased Programs or relating to the Business as currently ownership of, or formerly conductedlicense to, the Purchased Assets, Assets after the Real Property or any other real or personal property currently owned, leased or operated in connection with the Business or the Purchased AssetsClosing, including all Environmental Liabilities lawsuits and claims arising out 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 or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)legal theory asserted; (f) all Liabilities arising out 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 in connection with any act, omission or circumstance occurring at any time after the Effective TimeClosing Date; (g) all Liabilities relating arising after the Closing under the Non-Assignable Assets to Purchased Subsidiary Employees, other than any the extent NewCo receives the benefits of such Liabilities expressly retained by Seller pursuant to Article VII;Non-Assignable Asset; and (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer set forth in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseSchedule 2.3(h).

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agreeBuyer agrees, effective at the Effective Timetime of the Closing, Buyer shall assume or to cause its Subsidiaries to assume all contracts and Liabilities of Seller or any of the Retained Subsidiaries to the extent of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) primarily relating to or arising out of the Purchased Assets or the Business conduct of whatever nature, whether presently in existence or arising hereafterthe Business, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):following: (a) all current liabilities Liabilities set forth on the Latest 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 TimeClosing Date; (b) subject to Section 2.07, all Liabilities of Seller or any of the Retained Subsidiaries arising under the Purchased Contracts; (c) any all Environmental Liabilities for Pre-Closing Non-Income Taxes relating to (other than the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working CapitalExcluded Environmental Liabilities); (d) all Liabilities arising under warranty obligations out of any action, suit, investigation or arising under applicable product liabilityproceeding before any arbitrator or any Governmental Authority, personal injury or tort Laws including all actions, suits, investigations and proceedings listed in Section 3.11 of the Disclosure Schedule; (e) all Liabilities 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 AssetsClosing Date, including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials warranty obligations and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental product Liabilities”); (f) all Liabilities arising out of and commitments assumed by Buyer, or in connection with any actfor which Buyer is otherwise responsible, omission or circumstance occurring at any time after the Effective Timepursuant to Section 8.02; (g) the Transferred Indebtedness; and (h) all Liabilities and commitments relating to Purchased Subsidiary current or former Business Employees, other than any such Liabilities and commitments that are expressly retained by Seller excluded pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VIISection 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 agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agreePurchaser hereby agrees, effective at as of the Effective TimeClosing, Buyer shall assume or to cause its Subsidiaries to assume all and to pay, discharge and perform in accordance with their terms only the following Liabilities of the Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureEntities and Rexam Entities (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet any 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 any building materials (including asbestosthe ownership or use of the Purchased Assets or the operation or conduct of the Business, asbestos-containing materials in either case from and lead-based paint) and PCBsafter 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 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 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 and all Purchaser Portion of the Shared Contract Liabilities but excluding the Seller Portion of the Shared Contract Liabilities; (e) any and all Liabilities for those any trade, account, note or 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 Facilities on or after the Closing Date; (h) any and all On-Site Environmental Liabilities whether arising prior to, on or after the Closing Date; (i) any and all Liabilities to the extent (and only to the extent) arising out of or relating to violations by Purchaser of, and/or non-compliance by Purchaser with (or, in each case, its Affiliates, including following the Closing, the Purchased Entities) of any Laws relating to occupational safety and health, including the Occupational Safety and Health Administration Act of 1970, on or after the Closing Date; (j) solely to the extent provided in Section 4.7, Liabilities arising out of or relating to the Intercompany Agreements; (k) the other Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”1.3(k); (f) all Liabilities 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 International Plans; and (l) any and all 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 Liabilities with respect 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 Business Employees provisions of Article IX), any and all Liabilities of the Employee Plans expressly assumed Purchased Entities as of the Closing, including any and all On-Site Environmental Liabilities and Off-Site Environmental Liabilities of the Purchased Entities, shall transfer to Purchaser by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason the transfer of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisePurchased Equity.

Assumed Liabilities. Upon Subject to Section 1.5, on the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall Purchaser will, or will cause the applicable Purchaser Designee(s) to, assume and be liable for, pay, perform and discharge as and when due, the following debts, claims, liabilities, 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 due or to cause its Subsidiaries to assume all Liabilities of Seller or any become due) (each, a “Liability”) of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureAsset Sellers (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on Liabilities under the Balance Sheet and all current liabilities incurred after Business Contracts, including with respect to Customer Programs, but excluding the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeRetained Customer Program Liabilities; (b) all trade accounts payable, accrued expenses, accrued receipts and other current liabilities, in each case to the extent such Liabilities arising under the Purchased Contractsare of a type included in Closing Net Working Capital; (c) any all Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsextent arising out of or 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 a return as a matter of Law) or recall, in each case, whether prior to, at or after the Closing, with respect to products that were designed, manufactured, marked, distributed or sold at any time by the Business; (d) all Liabilities related to the Business arising after the Closing under the Worker Adjustment and Retraining Notification Act, as amended (“WARN Act”) (or 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 resulting from product liability claims made after the Closing with 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 included 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 the calculation no case shall any Liabilities covered by this Section 1.4(f) or any other provision of Final Closing Net Working CapitalSection 1.4 include any Seller Environmental Liabilities; (dg) all (i) Transferred HR Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws and (ii) Liabilities relating to any products manufactured workers’ compensation claim for any Transferred Employee for any injury or sold in exposure to the extent such Liability arises out of or results from injury or exposure occurring after the Closing while working for the Business prior to, at (or the portion of such Liabilities allocable to the period after the Effective TimeClosing, except for those Liabilities set forth on Schedule 2.04(d) (to the “Excluded Product Liabilities”) (excluding extent arising as a result of repetitive activities engaged in by the Excluded Product Liabilities, Transferred Employee before and after the “Product Liabilities”Closing); (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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (fh) all Liabilities arising out of or in connection with resulting from any actcauses of action, omission lawsuits, Judgments, claims or circumstance occurring at any time after demands to the Effective Timeextent 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”); (gi) all without duplication, expansion, limitation or other modification of any of the types of Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; set forth in items (a) through (h) above, all Liabilities relating incurred by Purchaser or a Purchaser Designee to the International Plansextent 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 (ij) any all other Liabilities with respect to be paid or assumed by Purchaser or a Purchaser Designee pursuant to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under express terms of 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAgreement.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any as of the Retained Subsidiaries 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 extent relating to Initial Closing Date or arising out of on and after the Purchased Assets or Closing Date, including the Business of whatever natureobligations and liabilities set forth below in subparagraphs (a)-(h) inclusive (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet Liabilities relating to or resulting from any Pre-Initial Closing Environmental Conditions, Post-Closing Environmental Conditions and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessPurchaser-Caused Environmental Conditions, including responsibility for any Third Party Claims related to the extent not satisfied prior to the Effective Time;same. (b) all Liabilities arising 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) obligations to implement actions needed to comply with or operate in compliance with Environmental Laws and any Permits, 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 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 Purchased Contracts;Initial Closing Date or on and after the Closing. (c) Obligations arising on and after the Closing Date under any Liabilities pending applications for Pre-Closing Non-Income Taxes new Permits relating to the Purchased AssetsFacility, and any pending applications for amendments, modifications, extensions or renewals of any existing Permits, in each case, case to the extent included in the calculation of Final Closing Net Working Capital;that Purchaser desires to proceed with such applications. (d) all Liabilities Obligations under the Assigned Contracts 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”);Closing Date. (e) all Any liability, obligation or responsibility under or related to Environmental Liabilities arising at Laws or the 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 Effective Time in connection with Initial Closing Date or relating to from and after 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);Closing Date. (f) all Liabilities arising out 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 connection with 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) of Hazardous Materials that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities by or on behalf of Purchaser to the extent related to Purchaser’s or any actof its Affiliates’ ownership, omission operation or circumstance occurring maintenance of the Assets prior to the Initial Closing Date or from and after the Closing Date, 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseoff-Site location.

Assumed Liabilities. Upon (a) As of the terms Closing Date, Duramed shall assume, be responsible for and pay, perform and discharge when due the following (collectively, the “Assumed Liabilities”): (i) any Liabilities arising from the sale of 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) any Liabilities arising after the Closing Date relating to the Purchased Assets; (iii) subject to Section 6.7, all Medicare, Medicaid and state program rebates in connection with Duramed Labeled Product sold after the conditions of this AgreementClosing Date; (iv) subject to Section 6.7, the Parties agreeall chargebacks, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller rebates or any other post-sale rebates, refunds, price adjustments and other similar payments, credits or liabilities in connection with the Duramed Labeled Product, sold after the Closing Date; and (v) subject to Section 6.7, credits, utilization based rebates, reimbursements, and similar payments to buying groups, insurers and other institutions in connection with Duramed Labeled Product sold after the Closing Date. (b) Notwithstanding any provision hereof or any schedule or exhibit hereto or thereto, and regardless of any disclosure to Duramed, Duramed shall not assume any liabilities, obligations or commitments of Shire other than the Retained Subsidiaries to the extent Assumed Liabilities, including such liabilities relating to or arising out of the ownership of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) Closing (the “Excluded Environmental Retained Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Upon At the terms Closing, Purchaser shall assume and subject agree to the conditions of this Agreementpay, discharge or perform, as appropriate, the Parties agreefollowing, effective at and only the Effective Timefollowing, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities liabilities and obligations of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities"ASSUMED LIABILITIES"): (a) all current liabilities set forth on and obligations of Seller in respect of the Balance Sheet and all current liabilities incurred after the Balance Sheet Date Assumed Contracts that are disclosed in the ordinary course text of business, the Assumed Contracts (including any exhibits or other attachments) as delivered to the extent not satisfied Purchaser prior to the Effective TimeDate 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, (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 liabilities and 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 under out of any breach by Seller of any provision of the Purchased ContractsReal Property Lease prior to the Closing Date; (c) any Liabilities for Pre-Closing Non-Income Taxes all liabilities relating to the Purchased Assets, in each case, to Transferred Business accruing after the extent included in the calculation of Final Closing Net Working CapitalClosing; (d) all Liabilities arising under warranty obligations as set forth in Section 8.3, one-half of any federal, state or local tax incident to or arising under applicable product liability, personal injury as a consequence of the negotiation or tort Laws relating to any products manufactured or sold in consummation of this Agreement and 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”)transactions contemplated hereby by Seller; (e) all Environmental Liabilities any liability or obligation arising at after the Closing with respect to any Plant Employees employed or prior to engaged by Purchaser after the Effective Time in connection with Closing, including any liability for salaries, wages, payroll taxes, severance pay entitlements, health, medical, retirement, vacation or relating to the Business as currently or formerly conducted, the Purchased Assets, the Real Property deferred compensation benefits or any other real obligations or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities expenses arising out of or relating to any building materials the employment 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 asbestos, asbestos-containing materials liabilities for violations thereof) as to those employees Plant Employees that commence employment with Purchaser immediately following the Closing for all "qualifying events" (as defined in COBRA) occurring with respect to those Plant Employees that commence employment with Purchaser and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (their dependents after the “Excluded Environmental Liabilities”)Closing; (f) all Liabilities arising out accrued but unpaid vacation determined as of or in connection with any actthe Closing Date for the Transferring Employees (for clarification purposes, omission or circumstance occurring at any time after Purchaser shall not incorporate such vacation expense for the Effective TimeTransferring Employees into the cost of goods under the Supply Agreement); (g) all Liabilities relating any liability and obligation, including open purchase orders that relate to Purchased Subsidiary Employeesthe new Thomas Engineering, other than any such Liabilities expressly retained Inc. tablet press, approved by Seller pursuant Purchaser in ▇▇▇▇▇ng prior to Article VII;the Closing Date, that are not incurred or paid as of the Closing Date; or (h) all Liabilities relating those certain liabilities and 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 International Plans; and Closing Date with the consent (inot to be unreasonably withheld) any Liabilities with respect to of the Business Employees Purchaser and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall (y) not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained included in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClosing Inventory Balance.

Assumed Liabilities. Upon Subject to Section 1.4, Micron will assume from IMFT and shall, from and after the terms Closing Date, timely pay, discharge, perform or otherwise satisfy the following liabilities and subject to the conditions obligations of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities IMFT (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth All Liabilities under or arising out of the Transferred Contracts, whether prior to, on or following 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 TimeClosing Date; (b) all All Liabilities arising under the Purchased ContractsTransferred Business Permits, whether prior to, on or following the Closing Date; (c) All Liabilities pursuant to any Liabilities for Pre-Closing Non-Income Taxes 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, in each case, to the extent included in the calculation of Final Closing Net Working Capital;. (d) all All Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating related to any products manufactured present or sold former personnel employed in the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(d) MTV Fab Operations (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”including MTV Employees); (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 any Liabilities arising out of or relating to employment agreements, employee benefit plans, the Manufacturing Services Agreement or any building materials other secondment arrangements, whether such Liabilities arise prior to, on or following the Closing; (including asbestose) Any and all product liability, asbestos-containing materials warranty, refund and lead-based paint) and PCBs, except for those similar Liabilities set forth or claims arising with respect to any products manufactured at the MTV Fab Operations on Schedule 2.04(e) (or following the “Excluded Environmental Liabilities”)Closing Date; (f) all Any liability or obligation for Taxes related to the Micron Purchased Assets and any Taxes, or obligations to reimburse Taxes, allocated to Micron pursuant to Section 1.8 and Section 1.9(b); and (g) All other Liabilities accruing, 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 International Plans; and conduct or operation of the MTV Fab Operations (i) including any Liabilities with respect accounts payable), the real property and facilities that are subject to the Business Employees and MTV Lease Agreement or the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset ownership or reductionuse of the Micron Purchased Assets, whether by reason of any actual prior to, on or alleged breach of any representation, warranty or covenant contained in following the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClosing Date.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or and agree to cause its Subsidiaries to assume all honor, pay and discharge when due only the following Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):and no others: (a) all current liabilities set forth on Liabilities of Seller under the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessAssumed Contracts, but only to the extent not satisfied prior to such Liabilities arise from any event, circumstance or condition occurring after the Effective TimeClosing Date; (b) all Liabilities arising of Seller under the Purchased ContractsRegistrations to be performed after the Closing Date, but only to the extent such Liabilities relate to any event, circumstances or conditions occurring after the Closing Date; (c) any all Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased AssetsSun Litigation, in each case, other than (i) Liabilities that arise as a result of actions taken or omitted by Seller and its Affiliates on or prior to the extent included in Closing Date (unless taken or omitted with the calculation consent of Final Buyer), and (ii) all fees, costs and expenses incurred by or on behalf of Seller or any of its Affiliates with respect to the Sun Litigation on or prior to the Closing Net Working CapitalDate (including attorneys’ fees); (d) all other Liabilities (other than Excluded Liabilities) arising under warranty obligations out of the conduct of the Business or arising under applicable out of or related to the Assets, 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, personal injury product warranty, product return, charge-back, rebate or tort Laws relating Medicaid, Medicare or other reimbursements, or similar claim, related to any products manufactured or the CV Products 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”)Closing Date; (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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);[****]* (f) all Liabilities arising out relating to Taxes attributable to ownership of or in connection with any act, omission or circumstance occurring at any time the Assets and operation of the Business during periods beginning after the Effective Time;Closing Date, 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 period that includes but does not end on the Closing Date, on a pro rata per diem basis; and (g) all Liabilities relating costs and expenses incurred after the Closing Date in connection with or related to Purchased Subsidiary Employeesthe[****]*, other than including without limitation, any such Liabilities expressly retained by Seller pursuant to Article VII; (h) and all Liabilities work or agreements related thereto, and the [****]*relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise[****]*.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Timeset forth herein, Buyer shall assume or and agree to cause its Subsidiaries to assume pay, perform and discharge when due any and all Liabilities of each Seller or any of the Retained its Subsidiaries to the extent relating to or arising out of or relating to the Purchased Assets Business or the Business of whatever natureTransferred Assets, whether presently in existence or arising hereafter, except for other than the Excluded Liabilities (collectively, the “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 including, the following (except to the extent constituting Excluded Liabilities):following: (a) all current liabilities set forth on Liabilities arising out of or relating to the Balance Sheet ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and all current liabilities incurred after the Balance Sheet Closing Date in the ordinary course of business, solely (i) to the extent not satisfied prior such Liabilities actually arise out of or relate to the Effective Timeownership, 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 arising under as of 12:01 a.m. Eastern Time on the Purchased ContractsClosing Date; (c) any all Liabilities for Pre-required to be performed on or after the Closing Non-Income Taxes relating to arising under the Purchased Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, in each case, to including any and all of Buyer’s portion of the extent included in the calculation of Final Closing Net Working CapitalShared Contracts; (d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws to the extent relating to any products manufactured Taxes attributable to or sold in imposed on the Business prior to, at or the Transferred Assets for any period (or portion thereof) beginning after the Effective TimeClosing Date (determined, except if applicable, in accordance with Section 6.05), and all Transfer Taxes for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)which Buyer is responsible pursuant to Section 6.05; (e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently employment of, or formerly conductedemployee benefits, the Purchased Assetscompensation or other arrangements with respect to, the Real Property any Transferred Employee (or any other real dependent or personal property currently owned, leased beneficiary of any Transferred Employee) arising on or operated in connection with after the Business or the Purchased Assets, including Closing and all Environmental Liabilities arising out of or relating expressly assumed by Buyer pursuant to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)Section 6.01; (f) all the Liabilities arising out of or under Pre-Closing Warranty Claims except to the extent set forth in connection with any act, omission or circumstance occurring at any time after the Effective Time;Section 6.28; and (g) all Liabilities in respect of any Claim arising in, or relating to Purchased Subsidiary Employeesto, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to ownership, operation or conduct of the Business Employees and on or after the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClosing.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities will assume, pay and perform only the following liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature▇▇▇▇▇▇▇▇, whether presently in existence or arising hereafter, except for the Excluded Liabilities Tribune and their respective Affiliates (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):) and no others: (a) all current the liabilities set forth and obligations arising with, or relating to, the Business of any of the Stations (including the owning or holding of the Purchased Assets) 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 any liability or obligation to the extent of the amount of credit received by Buyer under the Purchased ContractsSection 2.08(a); (c) any Liabilities for Pre-Closing Non-Income Taxes all liabilities and obligations 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 AssetsAssets arising under Environmental Laws or related to Hazardous Substances, including all Environmental Liabilities arising out of whether or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBsnot presently existing, except for those Liabilities set forth such liabilities or obligations that are required to be disclosed on Schedule 2.04(e) Section 3.09 of the Disclosure Schedules in order for the representations and warranties contained in Section 3.09 to be true and correct as of the date hereof, but which are not so disclosed on such schedule as of the date hereof (the collectively, “Excluded Environmental Liabilities”); (fd) any Tax liability or obligation for a Post-Closing Tax Period (including any Taxes allocable under Section 9.04(d) to the portion of any Straddle Period beginning on the Closing Date) with respect to the Purchased Assets (except as expressly provided for in Section 9.02); and (e) all Liabilities liabilities with respect to Transferred Employees 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 , or in the case of Inactive Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; on and after the Employment Commencement Date, (h) except in all Liabilities relating to the International Plans; and cases (i) (x) for any Liabilities and all liabilities or obligations relating to, triggered by, accruing or arising as a result of the transactions contemplated hereby or contemplated by the Merger Agreement that are due and payable on or prior to the Closing Date or the Employment Commencement Date, whichever is later, or (y) any liabilities relating to any retention or stay bonus or 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 the Employment Commencement Date (whether or not the employment of such Transferred Employee is terminated following either such date) or (ii) to the extent prorated in accordance with Section 2.08(c)), and any other liabilities with respect to the Business Employees Transferred Employees, ▇▇▇▇▇▇▇▇ Plans and the Employee Plans Tribune Plans, as applicable, in each case which are expressly assumed by Buyer in under Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseVIII.

Assumed Liabilities. Upon In accordance with the terms and subject to the conditions provisions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller the Purchaser (or any of the Retained Subsidiaries to Purchasing Entities as the extent relating to or arising out Purchaser may designate) will assume and pay, perform and discharge when due only the following Liabilities of the Purchased Assets or the Business of whatever natureSellers (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following ) (except and to the extent constituting Excluded Liabilities): any of the following Liabilities is incurred directly by Sellers after Closing, the Purchaser shall reimburse the Sellers): (a) all current liabilities set forth trade accounts payable reflected in line items on the Balance Sheet and all current liabilities or incurred after by the Sellers, including Section 5.2, between the Date of the Balance Sheet Date in and the ordinary course Closing (other than trade accounts payable to any Shareholder or any Affiliate of business, to the extent not satisfied prior to the Effective Time; Sellers); (b) all Liabilities arising at or after the Closing under the Purchased Contracts; Included Contracts (c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsexcept, in each case, for any Liability arising out of or relating to (i) any breach of, or failure to comply with, prior to the extent included Closing, any covenant or obligation in any such Contract or (ii) any event that occurred prior to the calculation Closing which, with or without notice, lapse of Final Closing Net Working Capital; 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 arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws for (i) Taxes relating to the Current Business, the Purchased Assets or the Assumed Liabilities for any products manufactured or sold in the Business prior to, at or taxable period beginning after the Effective Time, except Closing Date and for those Liabilities set forth the portion of any Straddle Tax Period beginning on Schedule 2.04(dthe date after the Closing Date and (ii) (Taxes for which the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”); Purchaser is liable pursuant to Article 8; and (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 any building materials Purchaser’s (including asbestos, asbestos-containing materials or its Affiliates’ or successors’) ownership or operation of the Current Business and lead-based paint) the Purchased Assets at or after the Closing; and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseDutch Transition Costs.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at or prior to the Parties agreeClosing, effective at the Effective TimeParent shall, Buyer or shall assume or to cause its Subsidiaries to, convey, transfer, assign and deliver to the Acquired Companies, and Parent shall cause the Acquired Companies to assume from Parent and its Subsidiaries, all Liabilities debts, obligations, contracts and liabilities of Seller 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 Retained Subsidiaries extent arising out of the Transferred Assets or to the extent relating to or to the extent arising out of the Purchased Assets or conduct of the Business of whatever nature(as currently or formerly conducted) (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including it being understood and agreed that with respect to each Assumed Liability, Parent shall cause each Assumed Liability to be assumed by the following Acquired Companies in a manner consistent with the Restructuring Plan (except to the extent constituting 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 LiabilitiesTaxes): (a) all current liabilities set forth on the Balance Sheet Indebtedness included in Closing Indebtedness and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied being repaid at or prior to the Effective TimeClosing; (b) all Liabilities liabilities and obligations of Parent and its Subsidiaries arising under the Purchased Transferred 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 liabilities and obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in by the Business on or prior toto the Closing Date; (d) the debts, at or after the Effective Timeobligations, except for those Liabilities contracts and liabilities set forth on Schedule Section 2.04(d) (of the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)Parent Disclosure Schedule; (e) all Environmental the Assumed Liabilities arising at or prior to the Effective Time in connection with or relating to the Business that are assumed by any Acquired Company 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)in Article 7; (f) all Liabilities arising out of or the Restructuring Costs (other than the Prepaid Restructuring Costs), in connection with any act, omission or circumstance occurring at any time after aggregate amount not to exceed $5,000,000 (the Effective Time;“Assumed Restructuring Costs”); and (g) all Liabilities relating the liabilities included in Closing Net Tangible Assets. Notwithstanding anything to Purchased Subsidiary Employeesthe 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 debts, obligations, contracts and liabilities of the Acquired Companies (or any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason predecessor of any actual of them or alleged breach any prior owner of all or part of their respective businesses and assets) of any representationkind, warranty character or covenant contained in the Transaction Documents description (whether known or any other agreement or document delivered in connection therewith or any right to indemnification hereunder unknown, accrued, absolute, contingent or otherwise) that are not Assumed Liabilities (all of which shall be Excluded Liabilities).

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agreeBuyer agrees, effective at the Effective Timetime of the Closing, Buyer shall to assume (or to cause its Subsidiaries to assume be assumed) all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating primarily to the ownership, use or arising out operation of the Purchased Assets or the Business of whatever natureBusiness, whether presently in existence arising prior to, at or arising hereafterafter the Closing, except for other than the Excluded Liabilities (all of the foregoing Liabilities to be so assumed being herein collectively called the “Assumed Liabilities”); provided that notwithstanding the transactions contemplated hereby or any provision of this Agreement, including all assets and liabilities of the following (except to Subsidiary shall remain the extent constituting Excluded Liabilities):assets and liabilities of the Subsidiary. Without limitation of the foregoing, Assumed Liabilities shall include the following: (a) all current liabilities set forth on accounts payable and other accrued expenses of the Balance Sheet Business, including, without duplication, Assumed Intercompany Payables, but excluding Taxes (which, for the avoidance of doubt, shall be governed exclusively by Section 2.03(i) and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeArticle 8); (b) subject to Sections 2.04(t) and 2.04(u), all Liabilities arising under from the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsdesign, in each caseconstruction, to the extent included in the calculation testing, marketing, service, operation or sale 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 and services of the Business prior to, at or after the Effective TimeClosing, except for those including warranty obligations; (c) all Liabilities set forth on Schedule 2.04(d) of Seller and its Affiliates arising prior to, at or after the Closing under the Contracts relating primarily to the Business (the “Excluded Product Liabilities”) (excluding other than the Excluded Product LiabilitiesContracts); (d) all Liabilities of Seller and its Affiliates arising prior to, at or after the “Product Liabilities”)Closing under the Real Property Leases; (e) all Environmental Liabilities arising at with respect to Business Employees (including (i) all Liabilities for any claim by a Business Employee under any self-insured health plan of Seller or an Affiliate of Seller incurred prior to the Effective Time in connection Closing, regardless of when such claim is reported by such Business Employee (but no other Liabilities with respect to a self-insured health plan or relating any Liability with respect to an insured health plan), (ii) any severance, termination pay, notice period and similar Liabilities arising from the termination of employment of any Business as currently Employees who do not become Transferred Employees and (iii) any Liabilities with respect to any Business Employee who is on short-term disability, pregnancy or formerly conducted, the Purchased Assets, the Real Property parental leave or any other real authorized leave of absence immediately prior to the Closing Date and who returns to active employment with Buyer or personal property currently ownedan Affiliate of Buyer within six months following the Closing Date), leased or operated in connection with the Business or the Purchased Assets, including all Environmental excluding any Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities expressly set forth on Schedule 2.04(e) as Excluded Liabilities in Section 2.04 (the such non-excluded compensation and benefits, “Excluded Environmental LiabilitiesAssumed Compensation and Benefits”); (f) all Liabilities arising out under any action, suit, investigation or proceeding by or on behalf of or in connection with respect to any act, omission or circumstance occurring at any time after the Effective TimeBusiness Employee; (g) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VIIarising under the Assumed Plans; (h) subject to Section 11.07, all Liabilities arising out of or relating to any Environmental Condition in connection with or relating to the International PlansPurchased Assets or the Real Property (other than any Excluded Environmental Liabilities); (i) all Liabilities for or with respect to Taxes for which Buyer bears responsibility pursuant to Article 8; (j) all Liabilities under any lease required to be classified as a capitalized lease obligation in accordance with GAAP; and (ik) any all other Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseset forth on Schedule 2.03(k).

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Parties agreePurchaser shall assume, effective at as of the Effective TimeClosing, Buyer and from and after the Closing, Purchaser shall assume or to cause its Subsidiaries to assume pay, perform and discharge when due, all Liabilities of the following liabilities, obligations and commitments (“Liabilities”) of Seller or any Selling Affiliate, 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 Liabilities arising out of or relating to Purchaser or any of its Affiliates or their respective successors or assigns being the Retained Subsidiaries owner or occupant of, 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 Transferred 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 Purchased 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 whatever naturethe Acquired Assets, whether presently in existence each case arising on or after the Closing Date; (v) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising hereafterout of or relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the ownership, except for sale, use or lease of any of the Excluded Liabilities (Acquired Assets, arising on or after the “Assumed Liabilities”), including the following (except Closing Date to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessthey do not relate to events, to the extent not satisfied circumstances or actions occurring or existing prior to the Effective TimeClosing Date; (bvi) all accounts payable, accrued expenses and other current Liabilities relating to the Acquired Assets or operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility arising on or after the Closing Date; (vii) all Liabilities for Taxes arising out of or relating to or in respect of the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets for any Post-Closing Tax Period (irrespective of when asserted), other than any Excluded Tax Liabilities; (viii) all Liabilities for transfer, documentary, sales, use, registration, value-added and other similar Taxes, notarial tariffs, and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Other Transaction Documents, the Acquisition and the other 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. (ix) 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 out 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 employment, engagement or termination thereof of any current or former Facility Employee as currently well as any current or formerly conducted, the Purchased Assets, the Real Property former consultants or any other real or personal property currently owned, leased or operated independent contractors engaged in connection with the Business operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Closing Date, and including any Liabilities that Purchaser is expressly required to assume pursuant to Article IX; and (x) all other Liabilities of Seller or any Selling 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 operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Closing Date or the Purchased Assetsownership, sale, use or lease of any of the Acquired Assets on or after the Closing Date, including all Environmental Liabilities arising out of or relating to any building materials claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity in each case to the extent they relate to events, circumstances or actions occurring or existing on or after the Closing Date. (including asbestosb) Notwithstanding any other provision of this Agreement, asbestos-containing materials Purchaser shall not assume any Excluded Liability. Following the Closing, the Seller or any Selling Affiliate shall retain and lead-based paint) pay, perform and PCBs, except for those discharge the Excluded Liabilities set forth on Schedule 2.04(e) (the when due. The term “Excluded Environmental Liabilities”); (f) all Liabilities arising out Liability” means, without duplication, the following liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.Selling Affiliates:

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall assume or and agree to cause its Subsidiaries to assume all honor, pay and discharge when due only the following Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):and no others: (a) all current liabilities set forth on Liabilities of Seller under the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessAssumed Contracts, but only to the extent not satisfied prior to such Liabilities arise from any event, circumstance or condition occurring after the Effective TimeClosing Date; (b) all Liabilities arising of Seller under the Purchased ContractsRegistrations to be performed after the Closing Date, but only to the extent such Liabilities relate to any event, circumstances or conditions occurring after the Closing Date; (c) any all other Liabilities for Pre-Closing Non-Income Taxes relating (other than Excluded Liabilities) arising out of or related to the Purchased Assets, but in each case, case solely to the extent included in such Liabilities are incurred or relate to events, circumstances, conditions, actions or activities occurring after the calculation of Final Closing Net Working CapitalDate, 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; (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 Taxes attributable to ownership of the Business prior to, at or Assets during periods beginning after the Effective TimeClosing Date, except but not including, for those Liabilities set forth the avoidance of doubt, Taxes that are payable after the Closing Date relating to taxable periods, or portions thereof, ending on Schedule 2.04(d) (or prior to the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”);Closing Date; and (e) all Environmental the payment Liabilities arising at or prior and royalty and adverse event reporting and record-keeping obligations of Seller under the Retained Contracts which relate to the Effective Time in connection with or relating 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 [**] percent ([**]%) to [**] percent ([**]%) royalty on net sales payable pursuant to Section 4(ii) of the Letter Agreement dated as of May 15, 2007 between Seller and Clinic Barcelona Hospital Universitari, but only to the Business as currently extent such payment Liabilities arise from any event, circumstance or formerly conductedcondition occurring after the Closing Date (collectively, the Purchased Assets“Assumed Retained Contract Obligations”). Buyer shall be permitted to report and pay such Assumed Retained Contract Obligations directly to the applicable payee in accordance with each Retained Contract. Notwithstanding the foregoing, the Real Property or parties acknowledge that they do not believe that any other real or personal property currently ownedroyalties will be owed to Clinic Barcelona Hospital Universitari under the Letter Agreement dated as of May 15, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials 2007 between Seller and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClinic Barcelona Hospital Universitari.

Assumed Liabilities. Upon Buyer hereby assumes and agrees to undertake, pay, perform and/or discharge only (i) the terms Liabilities arising from and subject after the Closing Date pursuant to the conditions 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, but in each case only to the extent the Contract and/or Lease is not in default and only to the extent that the Liability relates to the performance of the applicable Contract and/or Lease by Buyer or its assignee after the Closing and from a set of circumstances that began after the Closing, and (ii) the monthly lease rentals related to the Leases arising from and after the Effective Date, but in each case only to the extent the 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 (collectively, the "Assumed Liabilities"). For purposes of this Agreement, the Parties agreeterm "Liability" shall mean any commitments, effective at the Effective Timedebts, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities liabilities, obligations (including contract and capitalization lease obligations), indebtedness, accounts payable, accrued expenses of Seller or any nature whatsoever, losses, damages and costs (whether any of the Retained Subsidiaries foregoing are known or unknown, secured or unsecured, asserted or unasserted, absolute or contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated and/or due or to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”become due), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 liability or obligation 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseTaxes.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all the following Liabilities of Seller Epod UK or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureParent, whether presently in existence or arising hereafteras applicable (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) 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 current liabilities set forth on of the Balance Sheet Assumed Contracts as provided in the Assignment and Assumption of Contract Agreement attached hereto as Exhibit C. (d) The outstanding balance of all current liabilities of Epod UK’s trade debt Liabilities incurred after prior to the Balance Sheet Closing Date in the ordinary course of businessthe 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 as set forth on Schedule 2.04(d5.02(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”);. (e) all Environmental Liabilities All warranties and service obligations arising at or after the Closing Date with respect to any Products sold by Epod UK 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);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 Receivable included in the Acquired Assets, and all other accrued and unpaid sales and use Taxes due as of the 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) (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 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason Indebtedness of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseEpod UK for borrowed money.

Assumed Liabilities. Upon the terms and subject Grande Operating hereby assumes all liabilities of Grande Holdings related to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureBusiness, whether presently in existence accrued, absolute, contingent, known, unknown or arising hereafterotherwise, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 Excluded Liabilities, including the following (the liabilities so assumed, the “Assumed Liabilities”): (a) All liabilities and obligations of Final Closing Net Working CapitalGrande Holdings under any of the Transferred Assets, including the Transferred Contracts, Tangible Personal Property, Inventory and 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 arising All liabilities and obligations of Grande Holdings or Grande Holdings Investor under warranty obligations any guarantees with respect to the Business, Grande Operating or arising under applicable product liabilityits Contracts, personal injury or tort Laws relating to any products manufactured or sold in including 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”)Grande Holdings Lease Guarantees; (e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently or formerly conductedAll environmental, 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 health and safety liabilities and obligations arising out of or relating to the operation of the Business or the leasing, ownership or operation of real property by Grande Holdings or Grande Operating or any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)predecessor thereto; (f) all Liabilities All liabilities and obligations arising out under any Employee Benefit Plan (other than the Stock Plan) or 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 in connection with any act, omission Legacy Employees or circumstance occurring at any time after both (other than liabilities and obligations arising under the Effective Time;Transaction Bonus Plan to the extent the Recapitalization Agreement provides that such liabilities and obligations will be Grande Holdings Transaction Expenses); and (g) all Liabilities relating to Purchased Subsidiary EmployeesAll liabilities and obligations arising under any employment, severance, retention or termination agreement with any Grande Employee or Legacy Employee (other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating liabilities and obligations arising under the Executive Employment Agreements to the International Plans; and (i) any Liabilities with respect to extent the Business Employees Recapitalization Agreement provides that such liabilities and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not will be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Grande Holdings Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseExpenses).

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agreeset forth herein, effective at the Effective TimeClosing, Buyer shall assume or Purchaser hereby assumes and agrees to cause its Subsidiaries to assume pay, perform and discharge: (a) all Liabilities of Seller under the Specified Contracts (including all royalty and milestone payments accrued on or any of after the Retained Subsidiaries Closing under (x) [*], but only to the extent such Liabilities (i) relate to the ownership of or conduct relating to or arising out of the Purchased Assets or the Business Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date; (b) all Liabilities relating to the Purchased Assets or the Products, but only to the extent such Liabilities (i) relate to the ownership of whatever natureor 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, whether presently including (A) all post-marketing approval studies, commitments and regulatory requirements of the FDA or any other Governmental Entity, (B) except as otherwise provided in existence or arising hereafterthe Pharmacovigilance Agreement, except all pharmacovigilance activities for the Products and (C) all conduct of Purchaser or its Affiliates after the Closing (regardless of whether relating to the continuation of any arrangements 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 Specified Business or the Purchased Assets for any Post-Closing Tax Period; (e) all Liabilities related to employment or service of the Transferring Employees with Purchaser or any Affiliate of Purchaser to the extent arising at any time following the Closing, including (i) salary, employee benefits and incentive compensation incurred, and any paid time off accruing, at any time following the Closing, and (ii) any obligations for severance, retention payments and benefits, and similar payments and benefits to the extent arising following the Closing (which, for the avoidance of doubt, shall not include the Excluded Liabilities Payroll Obligations); (f) all retention and similar payments owed to the Transferring Employees, incurred as a result of or following the transactions 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 prior to, as of, or following the Closing (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); (h) the employer portion of 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 period following Closing, the liability for such Action in proportion to Purchaser and its Affiliates’ relative unlawful conduct (based on the respective time periods of such conduct and associated liabilities) ((a) through (j) collectively, the “Assumed Liabilities”); provided that, including the following (except to the extent constituting Excluded Liabilities): (a) all current Assumed Liabilities shall not include any 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise2.4.

Assumed Liabilities. Upon At the Closing, in accordance with and pursuant to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer (and/or one or more of its designated Subsidiaries) shall assume or and agree to cause its Subsidiaries to assume all Liabilities of Seller or any of satisfy and discharge the Retained Subsidiaries following Liabilities, except to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the such Liabilities constitute Excluded Liabilities (collectively, the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 any building materials Acquired Asset or the operation of the Business incurred or accrued after the Closing, 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; (including asbestos, asbestos-containing b) all Liabilities to suppliers for materials and lead-based paintservices 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) and PCBssubject to Section 2.5, except 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 those the avoidance of doubt, any Liabilities set forth on Schedule 2.04(ethat 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 “Excluded Environmental Liabilities”)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 in connection with any act, omission or circumstance occurring relating to the period beginning at any time after the Effective TimeClosing; (g) all Liabilities relating to Purchased Subsidiary Employeesmake royalty, milestone or deferred payments or any other than any such Liabilities expressly retained by Seller pursuant contingent payments to Article VIIthird parties in connection with the Products sold on or after the Closing Date; (h) all Liabilities relating involving any product recalls, adverse events or similar events related to the International PlansBusiness with respect to Products sold on or after the Closing Date; (i) all Liabilities for (i) Transfer Taxes of Buyer as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Post-Closing Tax Period; and (ij) any the Liabilities with respect to the Business Employees and period following the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject Closing with respect 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseclinical studies identified on Schedule 2.3(j).

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Parties agreeCompany shall assume, effective at as of 12:00:01 a.m. on the Effective TimeClosing Date, Buyer and from and after the Closing the Company shall assume or to cause its Subsidiaries to assume pay, perform and discharge when due, all Liabilities of Seller or any of the Retained Subsidiaries to following liabilities, obligations and commitments (“Liabilities”) of Parent (which the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities Liabilities) (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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; (bi) all Liabilities arising under the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased AssetsAccounts Payable, 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 accrued expenses and other real or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities 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 building materials 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 asbestosany penalties, asbestos-containing materials interest and lead-based paintadditions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and PCBs, except for those Liabilities set forth on Schedule 2.04(e) thereby (the “Excluded Environmental LiabilitiesTransfer Taxes”); (fvi) all Environmental Liabilities to the extent arising out of or in connection with relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any actof the Acquired Assets, omission whether arising prior to, on or circumstance occurring at any time after the Effective TimeClosing Date; (gvii) all Liabilities relating under or otherwise to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities the extent arising out of or relating to the International PlansTransferred Permits, whether arising prior to, on or after the Closing Date; and (iviii) any all other Liabilities with respect of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to the Business Employees conduct of the Business, the Product or Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. (b) Notwithstanding any other provision of this Agreement, the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 Company shall not assume any Excluded Liability, each of which shall be subject to offset or reductionretained and paid, whether performed and discharged when due by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.Parent. The term “Excluded Liability” means:

Assumed Liabilities. Upon As of the terms Closing, Buyer hereby agrees to assume, satisfy or perform when due only those liabilities and subject obligations of Seller relating to operation of the conditions of this Agreement, Business as set forth on Schedule 3.1 hereto (the Parties agree, effective at "Assumed Liabilities"). Other than the Effective TimeAssumed Liabilities, Buyer shall assume not assume, nor shall APPM or to cause its Subsidiaries to assume all Liabilities of Seller Buyer or any of the Retained Subsidiaries 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 extent relating 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) acts or omissions of Seller, its partners, agents or employees whether prior to or subsequent to the Closing Date, and whether or not in the ordinary course of business; (b) liabilities or obligations relating to or secured by any portion of either the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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; Closing; (c) employee related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsperson in connection with his or her employment by, in each caseor termination of employment with, to the extent included in the calculation of Final Closing Net Working Capital; Seller, or payroll taxes payable or liabilities arising under any Employee Benefit Plan maintained by Seller); (d) all Liabilities liabilities or obligations of Seller, including those for attorneys' fees, arising under warranty obligations out of any litigation or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in other proceeding pending as of 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 Closing Date in connection with the Business or the Purchased Assetsany claim, including all Environmental Liabilities arising out of whether or relating to any building materials (including asbestosnot asserted and whether or not liquidated or contingent, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees arising from acts or the failure to take any action by Seller or any of its partners, agents or employees prior to the Closing Date; (e) 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 Employee Plans expressly assumed 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 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 period through the Closing. Seller shall supply confirmation that all past and current employment taxes through the Closing have been remitted to the appropriate agencies in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisea timely manner.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Timecontained herein, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of the current obligations and liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on attached EXHIBIT E (the Balance Sheet "Assumed Liabilities"), which shall set forth the obligations and all current liabilities being assumed as of April 30, 1998. Buyer shall also assume the liabilities of Seller incurred after the Balance Sheet Date in the ordinary course of businessSeller's business between April 30, 1998 and the Closing Date; 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 related to the extent not satisfied prior to the Effective Time; Assets of Seller or Parent whatsoever, regardless of amount, character or description, or whether accrued, contingent, determined, undetermined, known or unknown or otherwise, including (b) all Liabilities arising under the Purchased Contracts; (cwithout limitation) any Liabilities for Pre-Closing Non-Income Taxes relating to obligation or liability whatsoever arising from the Purchased Assets, in each case, to the extent included in the calculation conduct of Final Closing Net Working Capital; (d) all Liabilities arising under warranty obligations Seller's business 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 Parent's business at or prior to the Effective Time Closing Date other than the Assumed Liabilities. Furthermore, and without limiting in connection with any way the foregoing, Buyer shall not assume and shall under no circumstances be responsible for, and Seller shall retain and be responsible for, any liabilities or relating obligations of Seller related to the Business as currently employees, consultants and contractors of Seller or formerly conductedParent whatsoever, the Purchased Assetsregardless of amount, the Real Property character or any other real description, or personal property currently ownedwhether accrued, leased contingent, determined, undetermined, known or operated in connection with the Business unknown or the Purchased Assetsotherwise, including all Environmental Liabilities (without limitation) any obligation or liability whatsoever arising out 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 responsible for, any liabilities or relating to obligations of Seller arising from any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 representation by Seller pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason Parent concerning payment of any actual salary continuation, any representation by Seller or alleged breach Parent concerning extension of any representationtermination date, warranty any representation by Seller or covenant contained in the Transaction Documents Parent concerning payment of any termination allowance, any representation by Seller or Parent concerning payment of any other agreement retention allowance, any representation by Seller or document delivered in connection therewith Parent concerning payment of any accrued benefit and any representation by Seller or Parent concerning any right to indemnification hereunder or otherwisecontinuation of any fringe benefit.

Assumed Liabilities. Upon At the Closing, on the terms and subject to the conditions of this set forth herein, except as otherwise set forth in the Employee Matters Agreement, the Parties agree, effective at the Effective Time, Buyer AHD shall assume or to cause its Subsidiaries to assume and be liable for, and shall pay, perform and discharge when due, all of the following Liabilities of Seller or any Atlas and the Atlas Subsidiaries (including the Purchased Entities) as of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureClosing Date (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on monetary and non-monetary Liabilities of Atlas or any of the Balance Sheet and Atlas Subsidiaries under Transferred Business Contracts or Transferred Real Property Leases, including all current liabilities incurred Liabilities that arise out of or relate to any breach of any such Transferred Business Contracts or Transferred Real Property Leases, whether such breach currently exists or occurs before or after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeClosing; (b) all Liabilities arising under the Purchased ContractsSpecified Current Liabilities; (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;[Reserved] (d) all Liabilities of Atlas or any of the Atlas Subsidiaries to the extent related to the Transferred Business or the Purchased Assets and (1) arising from or related to the Release or threatened Release of any Hazardous Materials (or allegation of same) (i) on, from or adjacent to any of the Purchased Assets or any other property currently or formerly owned, operated or leased by or used in the Transferred Business, or (ii) on or from any other property where Hazardous Materials are or were (or are or were alleged to be) Released, threatened to be Released, discharged or disposed of in connection with the Purchased Assets, the Transferred Business or any other property currently or formerly owned, operated, or leased by or used in the Transferred Business, whether or not, in any case, such Release, threatened Release, discharge or disposal was in compliance with Environmental Law, (2) arising from or related to the violation of any Environmental Law (or allegation of same), by Atlas or any other Person in connection with the Purchased Assets or the Transferred Business, or any property currently or formerly owned, operated or leased by or used in the ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (3) arising under warranty obligations any Environmental Law or arising under applicable product liability, personal injury or tort Laws (4) for claims relating to employee heath and safety, including claims for injury, sickness, disease or death of 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”)person; (e) all Environmental Liabilities arising at of Atlas or prior any of the Atlas Subsidiaries to the Effective Time in connection with or relating extent related to the Purchased Assets or to the extent related to the Transferred 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 (i) arising out of or relating to resulting from non-compliance with any building materials Law or Order of any Governmental Entity (including asbestoswhether such non-compliance occurred before or after the Closing) or (ii) arising out of any Action, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (whether pending or commenced before or after the “Excluded Environmental Liabilities”)Closing; (f) all Liabilities Liabilities, whether occurring or accruing 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, to the extent arising out of or in connection with resulting from the Purchased Assets or to the extent related to the Transferred Business, or to the extent arising under or related to the ownership and operation of the Transferred Business or the ownership, control or use of the Purchased Assets, including any actsuch Liabilities of Atlas or any Atlas Subsidiary as a control person, omission member of an affiliated group or circumstance occurring at any time after the Effective Timea parent entity under applicable Law; (g) all Liabilities relating to Purchased Subsidiary Employeesthe extent arising under or related to the organization, other than promotion, marketing, securities offerings, management, operations or supervision of the Drilling Partnerships, including any such Liabilities expressly retained by Seller pursuant to Article VIIliabilities as a “control person” under Section 15 of the Securities Act or other provision of applicable Laws; (h) other than any Indebtedness under or in respect of (i) the Indenture, dated as of January 23, 2008, among Atlas Energy Operating Company, LLC, Atlas Energy Finance Corp., ATN, the subsidiaries named therein and U.S. Bank National Association, as trustee (as it may be amended, supplemented or restated and in effect from time to time), (ii) the Senior Indenture, dated as of July 16, 2009, among Atlas Energy Operating Company, LLC, Atlas Energy Finance Corp., ATN, the subsidiaries named therein and U.S. Bank National Association, as trustee (as supplemented by the First Supplemental Indenture dated July 16, 2009 and as it may be amended, supplemented or restated and in effect from time to time) and (iii) the Revolving Credit Agreement, dated as of June 29, 2007, among Atlas Energy Operating Company, LLC, ATN, J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as administrative agent, Wachovia Bank, N.A., as syndication agent and the other lenders signatory thereto (as it may be amended, supplemented or restated and in effect from time to time), any and all Liabilities Indebtedness to the extent relating to the International PlansTransferred Business; and (i) all Liabilities for which AHD is expressly responsible pursuant hereto or pursuant to any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAncillary Agreement.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this AgreementAgreement and excluding the Retained Liabilities, the Parties agree, effective at the Effective TimeClosing, Buyer Purchaser shall assume (or to cause its Subsidiaries applicable designated Affiliates to assume assume) and agrees to pay, discharge or perform when due (or cause its applicable designated Affiliates to pay, discharge and perform when due) only the following Liabilities of the Partnership and its subsidiaries (the “Assumed Liabilities”), and no others: (a) Any and all Accounts Payable; (b) The Closing Credit Facility Indebtedness and Working Capital Indebtedness (together with any amendments, restatements, replacements or refinancing thereof, it being understood that such Indebtedness will be repaid in full at the Closing); (c) Any and all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets Contracts, Purchased Leases, Purchased Permits or the Business of whatever naturePurchased Intellectual Property, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except but only to the extent constituting Excluded Liabilities):such Liabilities (i) arise or are to be performed after the Closing Date, (ii) do not arise from or relate to any breach or violation by the Partnership or any of its Affiliates (other than a Purchased Venture) or, prior to the Closing Date, any Purchased Venture of any such Purchased Contracts or Purchased Leases and (iii) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or violation of any of such Purchased Contracts or Purchased Leases; (ad) Any and all current liabilities Liabilities in respect of Transferred Employees arising simultaneous with or after the Employee Transfer Date, and any and all Liabilities in respect of Transferred Employees assumed or undertaken by Purchaser pursuant to Section 5.2; (e) Other than the Retained Liabilities, any Liabilities to the extent arising from the operation of the Business by Purchaser or its Affiliates following the Closing Date or incurred in the operation of the Business by Purchaser or its Affiliates following the Closing; (f) Any prepayment penalties or fees incurred by the Partnership or its subsidiaries and resulting from the prepayment at or prior to Closing of the Closing Credit Facility Indebtedness and Working Capital Indebtedness; and (g) All Liabilities of the Purchased Ventures set forth on the Purchased Ventures Balance Sheet Sheets and all current liabilities Liabilities incurred after by the Balance Sheet Date Purchased Ventures in the ordinary course of business, to business consistent with past practice of the extent not satisfied prior to Business since the Effective Time; (b) all Liabilities arising under date of the Purchased Contracts; Ventures Balance Sheets (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 Ventures Accepted 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Timeset forth herein, Buyer shall assume or and agree to cause its Subsidiaries to assume pay, perform and discharge when due any and all Liabilities of each Seller or any of the Retained its Subsidiaries to the extent relating to or arising out of or relating to the Purchased Assets Business or the Business of whatever natureTransferred Assets, whether presently in existence or arising hereafter, except for other than the Excluded Liabilities (collectively, the “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 including, the following (except to the extent constituting Excluded Liabilities):following: (a) all current liabilities set forth on Liabilities arising out of or relating to the Balance Sheet ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and all current liabilities incurred after the Balance Sheet Closing Date in the ordinary course of business, solely (i) to the extent not satisfied prior such Liabilities actually arise out of or relate to the Effective Timeownership, 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 arising under as of 12:01 a.m. Eastern Time on the Purchased ContractsClosing Date; (c) any all Liabilities for Pre-required to be performed on or after the Closing Non-Income Taxes relating to arising under the Purchased Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, in each case, to including any and all of Buyer’s portion of the extent included in the calculation of Final Closing Net Working CapitalShared Contracts; (d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws to the extent relating to any products manufactured Taxes attributable to or sold in imposed on the Business prior to, at or the Transferred Assets for any period (or portion thereof) beginning after the Effective TimeClosing Date (determined, except if applicable, in accordance with Section 6.05), and all Transfer Taxes for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)which Buyer is responsible pursuant to Section 6.05; (e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently employment of, or formerly conductedemployee benefits, the Purchased Assetscompensation or other arrangements with respect to, the Real Property any Transferred Employee (or any other real dependent or personal property currently owned, leased beneficiary of any Transferred Employee) arising on or operated in connection with after the Business or the Purchased Assets, including Closing and all Environmental Liabilities arising out of or relating expressly assumed by Buyer pursuant to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)Section 6.01; (f) all the Liabilities arising out of or under Pre-Closing Warranty Claims except to the extent set forth in connection with any act, omission or circumstance occurring at any time after the Effective TimeSection 6.28; (g) without limiting any obligations under the Transition Services Agreement, all Liabilities relating (including the costs and expenses of coverage and administration, benefit claims and Proceedings and Taxes) arising out of, related to Purchased Subsidiary Employeesor in connection with, other than (i) the eligibility or participation of Business Employees (or any such Liabilities expressly retained by Seller pursuant dependent or beneficiary thereof) in, or compensation or benefits provided to Article VII;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 Claim arising in, or relating to to, the International Plans; and (i) any Liabilities with respect to ownership, operation or conduct of the Business Employees and on or after the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClosing.

Assumed Liabilities. Upon From and after the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing Date, Buyer shall assume pay, perform and discharge, as and when due or to cause its Subsidiaries to assume as may otherwise be agreed between Buyer and the obligee, all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the Assumed Liabilities. The “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):” are specifically as follows: (a) all current liabilities Liabilities of Sellers set forth on the Balance Sheet Schedule 2.4(a), which may be amended by Buyer in its sole and absolute discretion to include any or all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied Seller’s employee benefits plans (including 401(k) plans) on or prior to the Effective Timedate that is five (5) days prior to the Closing; (b) all Liabilities arising under the Purchased ContractsContracts accruing after the Closing; (c) any all Liabilities for Pre-arising from the sale of Products after the Closing Non-Income Taxes relating pursuant to the Purchased Assetsproduct warranties, in each case, to the extent included in the calculation of Final Closing Net Working Capitalproduct returns and rebates; (d) all Liabilities with respect to the Business or the Purchased Assets arising under warranty obligations or arising under applicable product liabilityafter the Closing, personal injury or tort Laws relating including all Employee Obligations to any products manufactured Buyer Employee arising out of such Employee’s employment by Buyer 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”)its Affiliates; (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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)[Intentionally Omitted]; (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after under Sellers’ gift cards relating to the Effective TimeBusiness; (g) all Liabilities relating to Purchased Subsidiary Employees(including all liens, security interests or other than any such Liabilities expressly retained encumbrances associated therewith) constituting Prepetition First Lien Obligations and the Unpaid Postpetition DIP Obligations, in each case, which shall be governed by Seller pursuant to Article VIIthe 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) unused vacation, sick leave and other paid time off earned and accrued as of the Closing Date by Buyer Employees; (j) all Liabilities relating to amounts required to be paid or otherwise satisfied by Buyer hereunder; (k) any WARN Act Liabilities arising following the International PlansClosing Date, including as provided in Section 2.7(c)(ii); (l) all costs pursuant to the Designation Rights Budget to the extent set forth in Section 2.7(c); and (im) any Liabilities 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 respect 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, which schedule the Sellers shall update on or prior to the Business Employees and date that is ten (10) days prior to the Employee Plans expressly assumed by Buyer in Article VIIClosing Date. Buyer’s obligations under 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 Section 2.04 shall Agreement 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisebeen consummated.

Assumed Liabilities. Upon Purchaser shall assume only the terms and subject following Liabilities related to the conditions of this AgreementLicensed Business and Acquired Assets, in each case solely to the Parties agreeextent related to the Licensed Territory, effective at which would have been the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller Spectrum or any of its Affiliates if the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities Contemplated Transactions were not consummated (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet a. Liabilities specifically assumed by Purchaser pursuant and all current liabilities incurred subject to Article 9; b. Liabilities arising out of Joint Contracts or Joint Permits after the Balance Sheet Date in the ordinary course of businessClosing Date, to the extent not satisfied prior related solely to the Effective TimeLicensed Business; (b) c. all Liabilities for Taxes relating to, arising under from or with respect to the Purchased Contracts; (c) 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 Pre-Closing Non-Income Taxes relating to the Purchased 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 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 about the Closing Date; e. all Permitted Encumbrances; f. all Liabilities imposed by Governmental Authorities on the Licensed Business other than the Excluded Assets, in each case, to the extent included in such Liabilities exist on the calculation Closing Date, including any compliance obligations, responsibilities, conditions, or directions stated or identified by any Governmental Authority on or before the Closing Date, other than any Liabilities arising under any Governmental Order or portion of Final a Governmental Order entered on or before the Closing Net Working CapitalDate 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 (d) subject to Section 9.9); h. all Liabilities arising after the Closing under warranty obligations the Transferred Contracts, other than Liabilities arising out of any breach, default or arising action or omission of Spectrum or any of its Affiliates occurring prior to the Closing; i. all Liabilities under applicable product liability, personal injury or tort Laws relating to any purchase order that constitutes a Transferred Contract for the purchase of any products manufactured or sold in the Business prior to, at services ordered thereby which have not been delivered or after the Effective Time, except for those Liabilities set forth performed 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 conductedClosing Date, 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 than Liabilities arising out of any breach, default or relating action or omission of Spectrum or any of its Affiliates with respect to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (such purchase order occurring prior to the “Excluded Environmental Liabilities”)Closing; (f) j. all Liabilities and obligations arising after the Closing for any reason under the Biogen Agreement and the Bayer Agreement in the Licensed Territory, other than for payment of royalties and Liabilities arising out of any breach, default, action or in connection with omission of Spectrum or any act, omission of its Affiliates; 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 circumstance occurring at any time of its Affiliates that are attributable to sales of products of the Licensed Business made by Purchaser or any of its Affiliates after the Effective TimeClosing including those as calculated pursuant to Section 9.9 (other than those included in the definition of Excluded Spectrum Liabilities); (g) m. all Liabilities relating to Purchased Subsidiary Employeesclaims, other than any such Liabilities expressly retained Actions or Losses arising from products sold by Seller pursuant to Article VII; (h) all Liabilities relating to Purchaser or an Affiliate after the International PlansClosing; and (i) any n. all Liabilities arising after Closing with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAcquired Assets.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer Purchaser shall (including, where applicable, through a Country-Specific Purchaser) assume or and agree to cause its Subsidiaries to assume pay, honor, discharge and perform in full when due all Liabilities of each Seller or any of and its Affiliates (other than the Retained Subsidiaries Transferred Entities) to the extent relating to or arising out of the Purchased Assets conduct of the Business or the Business ownership, use or operation of whatever natureany Transferred Assets, in each case whether presently in existence arising before, on or arising hereafter, except for after the Closing (but excluding the Excluded Liabilities Liabilities, which shall be retained by Sellers) (collectively, the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):: (ai) all current liabilities set forth on Liabilities of any Seller arising under the Balance Sheet Transferred Contracts 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 Timeopen purchase orders; (bii) 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 Purchased 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; (cvii) any all Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased AssetsTransferred U.S. Employees and the Transferred Non-U.S. Employees (excluding, in each casesubject to Section 5.9, to the extent included in the calculation of Final Closing Net Working Capital; (d) all any 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 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 as currently (including any trade accounts payable owed to any of the Sellers or formerly conductedtheir respective Affiliates), in the Purchased Assetscase 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 any other real accruing before, on or personal property currently ownedafter the Closing Date, leased and whether such Liabilities relate to conditions that existed before, on, or operated in connection with after the Business or Closing Date; (xi) subject to the Purchased Assetsprovisions of Section 8.2(a), including all Environmental Liabilities arising out of or relating to any building materials the Business arising under Environmental Laws (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (to the “Excluded Environmental Liabilities”); (f) all Liabilities 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 extent such Liabilities expressly retained by Seller pursuant to Article VII; (h) all are deemed Excluded Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise1.4(b)(ii)).

Assumed Liabilities. Upon (a) Subject to the terms and subject to the conditions of this Agreement, including, without limitation, the Parties agreetransfer of the Purchased Assets to Purchaser, effective at as of the Effective Timeclose of business on the Closing Date, Buyer Purchaser shall assume or to cause its Subsidiaries to assume all Liabilities assume, pay, perform and discharge the following liabilities of Seller or any and shall perform all duties, responsibilities, and obligations of Seller under the Retained Subsidiaries following liabilities of Seller, 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) The Deposit Liabilities; (ii) All of Seller’s obligations under the Assumed Contracts and the Transferred Intellectual Property Licenses, only to the extent that such liabilities, duties, responsibilities and obligations arise or accrue after the close of business on the Closing Date and excluding any contingent liabilities (including Taxes) related thereto that existed or are directly related to circumstances that existed prior to the Closing Date; (iii) All liabilities and obligations relating to, arising from or in connection with the Hired Employees and their employment, including all compensation, benefits, severance, workers compensation and welfare benefit claims and employment-related liabilities, in each case and solely to the extent arising or accruing from employment with Purchaser after the close of business on the Closing Date; and (iv) 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 Purchased Assets or operation of the Business of whatever natureBranches after the Closing Date, whether presently in existence known or arising hereafterunknown, except for the Excluded Liabilities (the “Assumed Liabilities”)whether asserted or unasserted, including the following (except whether accrued or unaccrued, whether contingent or otherwise, but only to the extent constituting Excluded Liabilities): (a) all current that such liabilities set forth or obligations arise or accrue due to any act or omission occurring after the close of business on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date Closing Date; provided that, in the ordinary course of businessevent that Seller has not paid vacation accruals to Hired Employees, Purchaser will assume responsibility for accrued vacation liability to Hired Employees only to the extent not satisfied prior that Seller transfers cash to the Effective Time;Purchaser equal to all vacation time accruals for Hired Employees. (b) all Liabilities arising under Except for the Purchased Contracts; (c) Assumed Liabilities, and except as otherwise set forth in this Agreement, Purchaser and its Affiliates shall not assume or be bound by any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsduties, in each caseresponsibilities, 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 liabilities of any kind 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reductionnature, whether by reason of any actual known or alleged breach of any representationunknown, warranty whether asserted or covenant contained in the Transaction Documents unasserted, whether accrued or any other agreement or document delivered in connection therewith or any right to indemnification hereunder unaccrued, whether contingent or otherwise.

Assumed Liabilities. Upon On the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing Date, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to cause its Subsidiaries become due, in each case to assume 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 Liabilities obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of Seller 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 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 Retained Subsidiaries to the extent relating to Closing Date; (v) all obligations and liabilities under or arising out of the Purchased 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 Business conduct and operation of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 on or after the Effective TimeClosing Date, except for those Liabilities set forth regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on Schedule 2.04(d) (or after the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)Closing Date; (exiii) all Environmental Liabilities obligations and liabilities arising at or prior to the Effective Time in connection with out of or relating to the Business as currently repair, rework, replacement or formerly conductedreturn of, the Purchased Assets, the Real Property or any other real claim for breach of warranty in respect of or personal property currently ownedrefund of the purchase price of, leased products or operated in connection with goods of the Business manufactured or sold prior to, on or after the Purchased AssetsClosing Date, including regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all Environmental Liabilities obligations and liabilities arising out of or relating to any building materials product liability claim (including asbestosany such claim arising out of or relating to injury to or death of persons), asbestosdamage 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-containing materials and leadinsurance arrangements, if any; (xvi) all defined-based paint) and PCBs, except benefit type pension liabilities for those Liabilities the PKI Germany Acquired Employees as set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”1.1(d)(xvi); (f) all Liabilities 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 International Plans; and (ixvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed such obligations or liabilities that are specifically retained by Buyer either Asset Seller in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAgreement.

Assumed Liabilities. Upon the terms and subject Anything in this Agreement to the conditions of this Agreementcontrary notwithstanding, the Parties agree, effective at the Effective Time, Closing the Buyer shall not assume any liability or to cause its Subsidiaries to assume all Liabilities obligation of Seller or any nature of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets Sellers (or the Business of whatever nature, whether presently in existence or arising hereafterSeller Subsidiary) whatsoever, except for the Excluded Liabilities those liabilities that are set forth on Schedule 2.1 (collectively, the “Assumed Liabilities”). For the avoidance of doubt, including except as set forth on Schedule 2.1 the Buyer shall have no liability with respect to the following (except to the extent constituting Excluded Liabilities):claims, liabilities or obligations: (a) all current liabilities set forth on Any liability or obligation of the Balance Sheet and all current liabilities incurred after Sellers or the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeSeller Subsidiary; (b) all Liabilities arising under Any Tax liability of any other Person for which the Purchased ContractsSellers or the Seller Subsidiary are or may be liable, 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 Liabilities for Pre-Closing Non-Income Taxes relating Contract to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capitalbe entered into pursuant hereto; (d) all Liabilities arising Any claims, liabilities or obligations of the Sellers or the Seller Subsidiary under warranty obligations or arising under applicable product liabilityany Contract other than as expressly set forth in Schedule 2.1, personal injury or tort Laws relating to any products manufactured or sold notwithstanding that such Contract may be disclosed in the Business prior toSeller Disclosure Schedule or otherwise known to the Buyer or that a Seller’s or the Seller Subsidiary’s claims and rights under such Contract may be included in the Acquired Assets; (e) Any claims, liabilities or obligations of the Sellers or the 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 Effective TimeClosing and whether the claim, except for those Liabilities set forth 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 Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilitieswhich it offers employment to any individual to whom it, the “Product Liabilities”); (e) all Environmental Liabilities arising 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 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)Closing; (f) all Liabilities Any claim, liability or obligation arising out from or related to any of or in connection with any act, omission or circumstance occurring at any time after the Effective Time;Excluded Assets; and (g) all Liabilities relating Any fee or expense to Purchased Subsidiary Employeesbe borne by the Sellers pursuant to Section 13.1. Any liability or obligation of the Sellers or the Seller Subsidiary, other than any such Liabilities expressly retained by Seller pursuant the Assumed Liabilities, shall be referred to Article VII; (h) all Liabilities relating to herein as the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise“Excluded Liabilities”.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agreeBuyer agrees, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any as of the Retained Subsidiaries Closing, to assume, pay, discharge and perform as and when due, the extent following liabilities and obligations (the “Assumed Liabilities”): (a) all debts, obligations, Contracts and liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Purchased Assets or the conduct of the Business of whatever nature, whether presently in existence or arising hereafter, except for from and after the Excluded Liabilities (the “Assumed Liabilities”)Closing, including any such debts, obligations, Contracts and liabilities arising as a result of the following (except to consummation of the extent constituting Excluded Liabilities): (a) all 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 Timetransactions contemplated by this Agreement; (b) all Liabilities liabilities and obligations of Seller or any of its Subsidiaries arising under the Purchased Assigned Contracts, including any such liabilities or obligations arising as a result of the consummation of the transactions contemplated by this Agreement; (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 Capitalall Assumed Environmental Liabilities; (d) all Liabilities arising liabilities and obligations of the Seller or its Subsidiaries under warranty obligations open purchase orders or arising under applicable product liability, personal injury other accounts payable that were entered into or tort Laws relating to any products manufactured incurred by Seller or sold its Subsidiaries in the operation of the Business prior to, at to Closing and which provide for the delivery of goods or after the Effective Time, except for those Liabilities set forth services on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)or following Closing; (e) all Environmental Liabilities liabilities and obligations relating to or arising at or out of the matters identified on Section 2.03(e) of the Seller Disclosure Schedule, regardless of whether such matter existed 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)Closing; (f) all Liabilities arising out delivery obligations in respect of or in connection products produced at the Facilities with any act, omission or circumstance occurring at any time after the Effective Timerespect to which title has not passed to a customer prior to Closing; (g) all Liabilities relating liabilities for Taxes allocated to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Buyer under Article VII8; (h) all Liabilities liabilities and obligations with respect to, or relating to to, any Transferred Employee arising from such Transferred Employee’s employment by Buyer or its Affiliates at or after the International PlansClosing; and (i) any Liabilities with respect to the Business Employees all liabilities and the Employee Plans obligations expressly assumed by or provided to be transferred to Buyer in pursuant to Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise9.

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer the Purchaser and the Purchasing Subs shall assume from the Seller and the Selling Subs and thereafter pay, 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 nature or kind, and whether based in common Law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) of the Seller and the Business Subs with respect to, arising out of or relating to, the ownership, 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 before or after the Closing Date, in connection with the Owned Real Property, the real property subject to cause its Subsidiaries 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 assume all Liabilities violations of Seller Environmental Laws, including imposing liabilities or obligations for, activities conducted at, from or in connection with any of the Retained Subsidiaries foregoing, 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 Purchasing Subs or the Transferred Subs first occurring on or after the Closing Date; (iv) liabilities and obligations in respect of the Assigned Contracts and Leases to the extent relating to set forth in Section 1.4; (v) liabilities and obligations in connection with or arising out of the Purchased Assets requirement on and after the Closing Date that Purchaser obtain Financial Assurance that complies with the requirements of the Governmental Entities with jurisdiction over the Owned Real Property or the Business real property subject to Real Property Leases or the real property owned or leased by any Transferred Sub or any subsidiary of whatever natureany 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, whether presently in existence or arising hereafter, except for the Excluded Liabilities (liabilities and obligations that the “Purchaser and the Purchasing Subs are assuming pursuant to this Section 1.3 are referred to as the "Assumed Liabilities”"), including . All intercompany liabilities between the following (except to Business and the extent constituting Excluded Liabilities): (a) all 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 BSSD will terminate immediately 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, except as provided 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees this Agreement and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAncillary Agreements.

Assumed Liabilities. Upon (a) Subject to the terms and subject to the conditions of this Agreement, including, without limitation, the Parties agreetransfer of the Purchased Assets to Purchaser, effective at on the Effective TimeClosing Date, Buyer Purchaser shall assume or to cause its Subsidiaries to assume all Liabilities assume, and thereafter honor and fully and timely, pay, perform and discharge when due, the following liabilities of Seller or any and shall perform all duties, responsibilities, and obligations of Seller under the Retained Subsidiaries following, 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) The Liabilities; (ii) All of Seller’s duties and responsibilities relating to the Deposit Liabilities, including, without limitation, with respect to (x) the abandoned property laws of any state or (y) any other applicable law; (iii) Any of Seller’s accrued and unpaid expenses related to the operations of the Business which accrue after the Closing Date, 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) Seller’s obligations under the Assumed Contracts (including the Supplemental Retirement Plans), to the extent that such liabilities, duties, responsibilities and obligations arise or accrue after close of business on the Closing Date; (v) 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 Purchased Assets or operation of the Business of whatever natureBranches and ATMs from and after the Closing Date, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except but only to the extent constituting Excluded Liabilities):that such liabilities or obligations arise or accrue after the close of business on the Closing Date; (avi) all current liabilities set forth on The participation obligations relating to the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course Letters of business, Credit to the extent not satisfied prior 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 in connection with the operation of the Business on or after the Closing Date relating to the Effective Time;Transferred Employees. (b) all Liabilities arising under the Purchased Contracts; (c) Except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsduties, in each caseresponsibilities, 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 liabilityliabilities of any kind or nature, personal injury whether known or tort Laws relating unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise, including, without limitation, with respect 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect Taxes related to the Business Employees direct or indirect ownership or operation of the Purchased Assets and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under Business, Taxes imposed as a result of the sale or transfer of the Purchased Assets and the Business pursuant to this Section 2.04 shall not be subject Agreement, Taxes imposed on Seller or Parent and any consolidated, combined, or unitary group of which Seller is a member on account of the sale or transfer of the Purchased Assets and the Business pursuant to offset this Agreement, and any liability of Seller or reduction, whether by reason Parent for the unpaid Taxes of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents Person under Treas. Reg. § 1.502-6 (or any other agreement similar provision of state, local, or document delivered in connection therewith non-U.S. law), as a transferee or any right to indemnification hereunder successor, by contract, or otherwise, (ii) the Excluded 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. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Time, (a) Buyer shall assume or to cause its Subsidiaries agrees to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out obligations of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 Seller under the Purchased Contracts; (c) Intellectual Property Licenses transferred by Seller to Buyer hereunder; provided, however, that Buyer assumes no liability under 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 Intellectual 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 License arising out of or relating to acts or omission of Seller, the conduct of the business or operations of Seller, or the failure to obtain any building materials consent necessary to transfer any Intellectual Property License (including asbestoscollectively, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Assumed License Liabilities”); (f) . Buyer agrees to assume all Liabilities arising out obligations relating exclusively to Buyer’s use of or in connection with any act, omission or circumstance occurring at any time after of the Effective Time; (g) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller Intellectual Property Authorizations pursuant to Article VII; the exercise of Buyer’s rights to use such Intellectual Property Authorizations as set forth in Section 1.1. above (h) all Liabilities relating to collectively, the International Plans; and “Assumed Intellectual Property Authorization Liabilities” and collectively with the Assumed License Liabilities, the “Assumed Liabilities.” For the avoidance of doubt: (i) any Liabilities except with respect to the Business Employees Assumed Intellectual Property Authorization Liabilities, Buyer shall assume no obligation, responsibility or liability relating to the Intellectual Property Authorizations, and Seller shall retain the Employee Plans expressly assumed by right, in its sole discretion, to continue or discontinue all Intellectual Property Authorizations, and shall remain responsible for all obligations, responsibilities or liabilities relating to the Intellectual Property Authorizations whether arising before or after the Closing Date, and (ii) the parties acknowledge that Buyer in Article VII. Buyer’s obligations under this Section 2.04 does not assume any obligation, responsibility or liability relating to the Regulatory Data, including without limitation, any responsibility to update or maintain any Regulatory Data. (b) Upon the sale and purchase of the Mammography Intellectual Property, except for the Assumed Liabilities, Buyer shall not assume and shall not be subject to offset liable for any debt, obligation, responsibility or reductionliability of Seller or any affiliate of Seller, or any claim against any of the foregoing, whether by reason known or unknown, contingent or absolute, asserted or unasserted, or otherwise (all such liabilities of any actual or alleged breach of any representationSeller, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise“Retained Liabilities”). Seller shall remain responsible for such Retained Liabilities.

Assumed Liabilities. Upon the terms and subject Except as expressly provided to the conditions of this Agreement, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities contrary herein and on Schedule 5.2 (the “Assumed Liabilities”), including 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 (except to the extent constituting Excluded Liabilities):shall not be an Assumed Liability: (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred any obligation to employees of Seller for severance, termination, accrued payroll, vacation, or similar benefits, whether or not said employees are engaged by Data433 after the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeClosing; (b) all Liabilities any obligation arising under or related to any pension, retirement, vacation, insurance, option or other form of benefit plan of Seller or relating to Seller’s employees relating to periods prior to the Purchased ContractsClosing Date; (c) any Liabilities for Pre-Closing Non-Income Taxes relating obligation related to the Purchased Assetsor arising out of any loans, in each casenotes, to the extent included in the calculation bank debt, extensions of Final Closing Net Working Capitalcredit, or similar obligations; (d) all Liabilities arising under warranty obligations any obligation with respect to Taxes due, accrued, or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured a time prior to the Closing Date or sold in resulting from this Agreement or the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(dtransaction(s) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)contemplated hereby; (e) all Environmental Liabilities any obligation arising at under any arbitration or prior to litigation proceeding pending as of the Effective Time Closing Date, whether or not disclosed 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)this Agreement; (f) all Liabilities arising out any obligation due to any member, manager, officer, or Affiliate of or in connection with any act, omission or circumstance occurring at any time after the Effective TimeSeller; (g) all Liabilities relating any obligations arising under any employment agreements to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by which Seller pursuant to Article VIIis a party; (h) all Liabilities relating any obligations as a licensee under any licenses that will not be assigned to the International Plans; andData443 pursuant to this Agreement; (i) any Liabilities with respect trade debt and all similar obligations incurred prior to the Business Employees Closing Date whether or not incurred for the operation of the Business; (j) all indebtedness of Seller owed to the owners of Seller or their respective Affiliates, which will remain outstanding following the Closing (collectively, the “Member Loans”); and (k) all other liabilities and obligations not expressly included within the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason definition of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise“Assumed Liabilities”.

Assumed Liabilities. Upon Buyer shall, and hereby agrees to, assume on the terms Closing Date and subject shall, and hereby agrees to, duly, promptly and faithfully pay, perform and discharge when due, and otherwise comply with, all obligations and liabilities of Seller (and, to the conditions extent listed or described on Schedule 2(d)(vi), its Subsidiaries) of this Agreementwhatever kind and nature relating to, or arising out of or in connection with the conduct of, the Parties agreeBusiness, effective at whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, and whether arising before, on or after the Effective TimeClosing 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 or and pay, perform and discharge, and otherwise comply with, all of the following obligations and liabilities to cause its Subsidiaries to assume the extent not Excluded Liabilities: (i) all Liabilities 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 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 operation of the 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 of the Retained Subsidiaries foregoing obligations, liabilities and commitments; (iv) 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 extent 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 Purchased Assets employment or termination of employment of any Employees or Former Employees of Seller for periods prior to and through the Business of whatever natureClosing (whether or not such employees become Transferred Employees), whether presently and (B) except as otherwise specifically provided in existence Section 9(g), all obligations and liabilities relating to or arising hereafter, except for out of the Excluded Liabilities employment or termination of employment of any Transferred Employees after the Closing; and (the “Assumed Liabilities”), including the following (except ix) all other obligations and liabilities to the extent constituting Excluded Liabilities): (a) all 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 AssetsAssets (whether the same arise or are incurred or otherwise relate to periods prior to, including all Environmental Liabilities arising out of on or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; 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 (gand not Seller) all Liabilities relating to Purchased Subsidiary Employeesshall be, other than any such Liabilities expressly for the avoidance of doubt, retained by Seller pursuant such Acquired Subsidiaries, and Buyer shall cause such Acquired Subsidiaries to Article VII; (h) pay, perform or discharge all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees such obligations and the Employee Plans expressly assumed by Buyer in Article VIIliabilities. Buyer’s obligations under this Section 2.04 2(d) shall not be subject to offset or reduction, whether reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents this Agreement or any other agreement or document delivered in connection therewith herewith or any right or alleged right to indemnification hereunder or otherwisehereunder.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Timeset forth herein, Buyer shall assume or and agree to cause its Subsidiaries to assume all Liabilities pay, perform and discharge when due, effective as of the Closing, only the following liabilities and obligations of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature(collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 reflected in the Closing Net Working Capital Amount (including trade accounts payable to third parties in connection with the Effective TimeBusiness that remain unpaid as of the Closing Date and deferred revenue items related to Inventory and included in the Closing Net Working Capital Amount); (b) all Liabilities liabilities and obligations arising under or relating to the Purchased ContractsAssigned Contracts arising after the Closing (except to the extent arising out of a breach or default by Seller under an Assigned Contract); (c) any Liabilities except for Pre-Closing Non-Income Taxes the Retention Agreement Obligations, and as specifically provided in Article IX, all liabilities and obligations of Buyer or its Affiliates relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee arising on or after the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working CapitalClosing; (d) subject to Section 8.7, all Liabilities arising under warranty liabilities and obligations or arising under applicable product liability, personal injury or tort Laws for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any products manufactured or sold in the Business prior to, at or taxable period ending after the Effective Time, except Closing Date and (ii) Taxes for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”)which Buyer is liable pursuant to Section 8.3; (e) subject to any indemnification obligations arising from the representations and warranties set forth herein, all Environmental Liabilities arising at or prior liabilities to the Effective Time in connection 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 Business as currently or formerly conducted, the Purchased Assets, the Real Property or any Manufacturing Facilities; and (g) all other real or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities liabilities and obligations arising out of or relating to any building materials (Buyer’s ownership or operation of the Business and the Purchased Assets on or after the Closing, including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (to the “Excluded Environmental Liabilities”); (f) all Liabilities 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 otherwise related to the International Plans; and Purchased Real Property (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisecondition thereon).

Assumed Liabilities. 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, the Parties agree, effective at the Effective Time, Buyer shall assume and 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 cause its Subsidiaries to assume all Liabilities the contrary herein, shall not be assumed and shall be retained by Seller), of Seller (whether in its own name or any PGW’s name) and PFMC, to the extent arising out of or relating to the Business, including the following (each, an “Assumed Liability” and collectively, the “Assumed Liabilities”): (a) 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 Subsidiaries 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 liabilities, responsibilities and obligations to the extent arising from or relating to the following: (i) assumption and performance of the Collective Bargaining Agreement, the 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 and outstanding on or arising out of after the Purchased Assets or Closing Date; (iii) the Assumed Environmental Liabilities; (iv) Taxes relating to the Business of whatever nature, whether presently in existence or arising hereafter, except for periods after the Excluded Liabilities Closing Date and Transaction Taxes; (the “Assumed v) Regulatory Liabilities”), including the following ; and (vi) except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth provided for in Section 2.3(f), Proceedings based on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessconduct, operation, actions, inaction, facts, circumstances, conditions or otherwise to the extent not satisfied prior related to the Effective TimeBusiness, including Proceedings to the extent arising from or related to any other Assumed Liability, whether occurring, arising or related to a period prior to, on or after the Closing Date; (b) all Liabilities arising under the Purchased ContractsOPEB Liabilities; (c) any Liabilities all trade accounts payable and other accrued and unpaid current expenses in respect of goods and services incurred by or for Pre-Closing Non-Income Taxes relating to the Purchased Assets, in each case, Business to the extent included in attributable to the calculation of Final Closing Net Working Capitalperiod prior to the Closing; (d) all Liabilities arising obligations and liabilities of Buyer 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 Liabilitiesconnection with this Agreement, the “Product Liabilities”)Related Documents, any certificate or other document delivered in connection herewith or therewith, and any of the transactions contemplated hereby and thereby, that by their terms expressly survive the Closing Date; (e) all Environmental Liabilities arising at or prior liabilities and obligations for which Buyer is responsible pursuant 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);Section 7.2; and (f) all Liabilities arising out of liabilities relating to any Transferred Employee based on events occurring on or after the Closing in connection with the employment of such Employee by a Buyer, including 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 liabilities pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseWARN Act.

Assumed Liabilities. Upon On the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing Date, Buyer shall will deliver to Seller an Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to pay, perform and otherwise discharge when due, without recourse to Seller or to cause its Subsidiaries to assume Affiliates, all of the Liabilities of Seller and its Affiliates, successors, assigns and Seller's Representatives of any kind and description, relating to, in respect of, or any of otherwise arising from the Retained Subsidiaries to the extent relating to or arising out of development, construction, installation, ownership, operation, maintenance and/or use of, the Purchased Assets or (collectively, the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “"Assumed Liabilities”"), including the following (except to the extent constituting Excluded Liabilities):: (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date Liabilities arising under, in the ordinary course of businessrespect to, or relating to the extent not satisfied prior to the Effective TimeTransferable Contracts; (b) all Liabilities arising under under, in respect to, or relating to the Purchased ContractsTransferable Permits; (c) any all Liabilities for Preany and all post-Closing Non-Income Date Taxes relating with respect to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capital; (d) all Liabilities with respect to the construction, installation, ownership, use, operation and/or maintenance of the Purchased Assets, including any and all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws from and/or relating to compliance or non-compliance with any products manufactured or sold in the Business prior toand all (i) past, at or after the Effective Timepresent and/or future Environmental Laws, except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product including any and all Environmental Liabilities, (ii) past, present and/or future Orders issued by any Governmental Authority, and/or (iii) past, present and/or future permits or other approvals issued under any Environmental Law (collectively, the “Product "Assumed Environmental Liabilities”"); (e) all Environmental Liabilities arising at or prior to the Effective Time under, in connection with or relating to the Business as currently or formerly conductedrespect to, 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 any building materials Claim existing, arising, or asserted with respect to the Purchased Assets on or after the Closing Date, including the pending Proceedings asserted by Third Parties set forth Schedule 2.3(e) (including asbestos, asbestos-containing materials and lead-based paint"Pending Proceedings") and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);any Intervening Claims; and (f) all other Liabilities 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 nature whatsoever to the International Plans; and (i) extent arising from the development, construction, installation, ownership, use, operation and/or maintenance of all and/or any Liabilities with respect to portion of the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisePurchased Assets.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer Purchaser shall, or shall cause the applicable Purchaser Designee to, assume or to cause its Subsidiaries to assume and discharge and perform when due all of the following Liabilities (the “Assumed Liabilities”): (a) Any and all Liabilities of Seller relating to or any arising out of the Retained Subsidiaries Specified Business Contracts, including any Funded Debt included as part of any such Specified Business Contracts; (b) Any and all Liabilities arising out of or relating to in any way (i) to the extent environment or natural resources, human health and safety or Hazardous Materials relating to or arising out of the Purchased Assets or the Business, and (ii) any past, current or future businesses, operations, products or properties of or associated with the Purchased Assets, the Assumed Liabilities or the Business (including any businesses, operations, products or properties for which a former, current or future owner or operator of whatever naturethe Purchased Assets, whether presently in existence the Assumed Liabilities or arising hereafterthe Business may be alleged to be responsible as a matter of Law, except for the Excluded Liabilities (the “Assumed Liabilities”Contract or otherwise), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities other than as 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 ContractsSection 2.7(h); (c) Any and all Liabilities with respect to any return, repair, warranty or similar Liabilities relating to products and services of the Business that were designed, manufactured or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; (d) Any and all Liabilities for Pre-Closing Non-Income Taxes imposed with respect to, arising out of or relating to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capital; (d) all Assumed 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”)a Post-Closing Period; (e) Any and all Environmental Liabilities arising at in respect of Transferred Business Employees and Business Independent Contractors, whether accruing before, on or prior to after the Effective Time in connection with or relating to the Business as currently or formerly conductedClosing Date, the Purchased Assets, the Real Property but excluding any Excluded Employment Liabilities 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Pension Liabilities”); (f) Any and all Liabilities arising out Indebtedness of or in connection with any act, omission or circumstance occurring at any time after the Effective TimeTarget Entities; (g) Any and 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 or arising out of the International Transferred Benefit Plans; and (ih) Any and all other Liabilities relating to or arising out of the Purchased Assets or the Business, whether accruing before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, in each case other than Retained Liabilities. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (h) in this Section 2.6; provided, that such fact does not imply that (A) such Liability shall be assumed more than once or (B) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason duplication of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisesuch Liability is required.

Assumed Liabilities. Upon At the terms and subject to the conditions of this AgreementClosing, the Parties agree, effective at the Effective Time, Buyer Purchaser or its permitted assigns shall assume or and agree to cause its Subsidiaries to assume all pay, perform and discharge, and shall pay, perform and discharge those Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently FNANB and DCFI expressly set forth in existence or arising hereafter, except for the Excluded Liabilities this Section 2.04 (the “"Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities"): (a) all current liabilities set forth obligations and Liabilities to Borrowers under the Account Agreements relating to the Eligible Accounts, which obligations or Liabilities arise on the Balance Sheet and all current liabilities incurred or after the Balance Sheet Closing Date in and relate to periods from and after the ordinary course of business, to the extent not satisfied prior to the Effective TimeClosing Date; (b) all obligations and Liabilities arising to Borrowers under the Purchased ContractsAccount Agreements relating to (i) Credit Balances, and (ii) outstanding reward points as of the Cut-Off Time; (c) any Liabilities for Pre-Closing Non-Income Taxes all fees and expenses relating to Eligible Accounts that are incurred or accrue on or after the Purchased Assets, in each case, Closing Date and relate to periods from and after the extent included in the calculation of Final Closing Net Working CapitalDate; (d) all obligations and Liabilities arising to pay the fees and expenses to the Card Associations under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold the Operating Regulations that arise out of account activity in the Business prior to, at Eligible Accounts occurring on 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”)Closing Date; (e) all Environmental obligations and Liabilities of FNANB under the Securitization Documents, which obligations or Liabilities arise on or after the Closing Date, and relate to periods from and after the Closing Date; (f) all obligations and Liabilities of DCFI under the Securitization Documents which obligations or Liabilities arise on or after the Closing Date, and relate to periods from and after the Closing Date; (g) all obligations and Liabilities for Taxes relating to the Purchased Assets for which Purchaser or any successors-in-interest thereto are liable pursuant to Section 7.26; provided that Purchaser assumes no liability or obligation for (i) any sales, use, transfer or similar tax arising at by reason of the transfer of Purchased Assets or the consummation of any of the transactions contemplated by this Agreement, (ii) any Taxes attributable to the Purchased Assets arising from or relating to periods prior to the Effective Time in connection with Closing Date, or relating (iii) any Taxes attributable to the Business 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 to apply or to instruct the Indenture Trustee to apply funds described in Section 4.5 of the Series 2002-A Indenture Supplement as currently provided in Section 4.5 of the Series 2002-A Supplement and to apply funds described in Section 4.5 of the Series 2003-A Indenture Supplement as provided in Section 4.5 of the Series 2003-A Indenture Supplement, in each case, without regard to whether the obligations to which the funds are to be applied on any Distribution Date arose prior to, on or formerly conducted, after 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 Closing Date; and (i) all Environmental obligations and Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth the Purchased Assets to the extent attributable to occurrences or circumstances arising on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; (g) all Liabilities Closing Date and relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to periods from and after the International Plans; and (i) any Liabilities with respect to the Business Employees Closing Date and the Employee Plans expressly assumed by Buyer in Article VII. 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 included in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseRetained Liabilities.

Assumed Liabilities. Upon On the terms Closing Date, the Buyer shall execute and subject deliver to the conditions Sellers the Assumption Agreement pursuant to which the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities. For purposes of this Agreement, “Assumed Liabilities” means only the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all following Liabilities of Seller or any of the Retained Subsidiaries (to the extent relating not paid prior to the Closing): (a) the Liabilities of the Sellers under the Assumed Agreements to the extent such Liabilities (i) become due and payable after the Closing; (ii) do not arise from or arising out 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, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assumed Agreements; (b) all Liabilities that are incurred and arise after the Closing from the operation by Buyer of the Purchased Assets after the Closing; (c) all Liabilities which become due and owing on or after the Closing Date by the Acquired Entities; (d) diligence, milestone, royalty and patent maintenance obligations which become due on or after the Closing Date pursuant to the terms of the Merger Agreement between TLOG and Shape Pharmaceuticals, Inc., ▇▇.▇▇. dated April 17, 2014 (the “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 Transfer Taxes; and (f) all Taxes that are incurred and arise after the Closing from the ownership, possession, use, operation or sale or other disposition by Buyer of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessClosing, to the extent not satisfied prior to the Effective Time; (b) all Liabilities arising under the Purchased Contracts; (c) any Liabilities for other than 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAE Taxes.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agreeMainPointe shall assume, effective at as of 12:00:01 a.m. on the Effective TimeDate, Buyer and from and after the Effective Date, MainPointe shall assume or to cause its Subsidiaries to assume all pay, perform and discharge when due, the following liabilities, obligations and commitments (“Liabilities”) of Acura and APT, other than such Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the that constitute an Excluded Liabilities Liability (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet Liabilities of Acura and all current liabilities incurred after the Balance Sheet Date in the ordinary course APT under or otherwise arising out 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, Transferred Contracts (including all Environmental Liabilities arising out of or relating to any building materials termination by or at the request of MainPointe or announcement or notification by or at the request of MainPointe of an intent to terminate any such contract), to the extent the event, circumstance, condition, action or inaction giving rise thereto occurs (i) on or after the Effective Date or (ii) relates to the Transferred Inventory or any Product sold by or manufactured for MainPointe; (b) all accounts payable, accrued expenses and other current liabilities relating to the Acquired Assets or the Products to the extent arising on or after the Effective Date; (c) all Liabilities arising out of or relating to any lawsuits, claims, actions or proceedings relating to the manufacture, production, marketing, commercialization, distribution or sale of the Products or the ownership, sale, lease or use of any of the Acquired Assets to the extent the same relates to the Transferred Inventory or any Product sold by or manufactured for MainPointe on or after the Effective Date or MainPointe's actions or inactions after the Effective Date; provided, however, that in the case any such Liability relates to Transferred Inventory, subject to Section 2.13, only to the extent such Liability does not arise out of or is otherwise attributable to Acura’s or APTs, or their respective agent’s manufacture or direct or indirect handling, storage, alteration, treatment or other use or possession of such Transferred Inventory prior to the Effective Date; (d) all Liabilities for warranty claims and product liability or similar claims, including asbestosall suits, asbestos-containing materials and lead-based paintactions or proceedings relating to any such Liabilities, relating to the Transferred Inventory or any Products sold or marketed on or after the Effective Date or MainPointe's actions or inactions after the Effective Date; provided, however, that in the case any such Liability relates to Transferred Inventory, subject to Section 2.13, only to the extent such Liability does not arise out of or is otherwise attributable to Acura’s or APTs, or their respective agent’s manufacture or direct or indirect handling, storage, alteration, treatment or other use or possession of such Transferred Inventory prior to the Effective Date; (e) and PCBsexcept as otherwise contemplated by Section 4.10, except for those all Liabilities set forth arising out of or relating to the return of, or refund, adjustment, allowance or exchange in respect of, the Products, whether arising before, or on Schedule 2.04(e) (or after the “Excluded Environmental Liabilities”)Effective Date; (f) all Liabilities for Taxes arising out of or relating to or in connection with respect of the Products or any actAcquired Asset for any Post-Closing Tax Period, omission or circumstance occurring at other than any time after the Effective TimeExcluded Tax Liabilities; (g) all Liabilities relating for transfer, documentary, sales, use, registration, value-added and other similar Taxes and related amounts (including any penalties, interest and additions to Purchased Subsidiary EmployeesTax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other than any such Liabilities expressly retained by Seller pursuant to Article VII;transactions contemplated hereby and thereby (“Transfer Taxes”); and (h) except as otherwise contemplated by Section 4.10, all Liabilities relating to arising from the International Plans; and sale from and after the Effective Date of the Nexafed Products in each case as a result of such Products bearing Acura’s National Drug Code (i“NDC”) any Liabilities with respect to the Business Employees number. Each of MainPointe's and the Employee Plans expressly assumed by Buyer in Article VII. BuyerAcura’s obligations under this Section 2.04 shall 3.3 will not be subject to offset or reduction, whether reduction by reason of any actual or alleged breach of any representation, warranty warranty, covenant or covenant agreement contained in the Transaction Documents this Agreement or any other agreement or document delivered in connection therewith Other Transaction Document or any right or alleged right to indemnification hereunder or otherwisehereunder.

Assumed Liabilities. Upon (a) Subject to the terms and subject to conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions of this Agreementherein contained, on the Parties agree, effective at the Effective Time, Closing Date Buyer shall assume, and shall only assume Seller's executory obligations under the Assumed Contracts (but not any obligations thereunder arising from any breach or to cause its Subsidiaries to assume all Liabilities of alleged breach by Seller or any of the Retained Subsidiaries thereof), in each case only to the extent relating that the foregoing represent obligations which are by their stated terms to or arising out of the Purchased Assets or the Business of whatever naturebe performed, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businesscourse, subsequent to the extent not satisfied prior to the Effective Time;Closing Date ("Assumed Liabilities"). (b) Anything herein contained to the contrary notwithstanding, the following liabilities of Seller are specifically excluded from the Assumed Liabilities and shall constitute "Retained Liabilities": (i) any and all Liabilities arising under income, franchise, sales, use, property, payroll, employment, transfer and any other taxes, charges, fees, levies, imports, duties, licenses or other assessments, together with interest, penalties and any other additions to tax or additional amounts imposed by any governmental or taxing authority, or liability for such amounts as a result of Seller being a member of an affiliated, consolidated, combined or unitary group or being a party to any agreement or arrangement whereby Seller may be liable for taxes or any other person for any period prior to (or up to and including) the Purchased Contractsclose of business on the day prior to the Closing Date; (cii) any Liabilities and all liabilities to any employees of Seller for Pre-Closing Non-Income Taxes relating services performed for Seller, or for any severance or other benefits, and any and all employment or consulting arrangements, executive compensation plans, collective bargaining agreements, bonus plans, guaranteed bonus agreements, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other plans or arrangements providing for benefits to the Purchased Assets, in each case, to the extent included in the calculation employees of Final Closing Net Working CapitalSeller; (diii) all Liabilities arising under warranty any liabilities and 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 Liabilitiesof Seller, the “Product Liabilities”)existence of which constitutes a breach of any of the representations, warranties or covenants made by Seller in this Agreement or in any document delivered by it pursuant hereto; (eiv) 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 any building materials (including asbestos, asbestos-containing materials liabilities and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities obligations arising out of or in connection with any actdefect in any product manufactured or sold by Seller prior to the Closing Date, omission or circumstance any litigation, investigation or proceeding to which Seller is a party, or which is based upon events occurring at any time after or circumstances existing prior to the Effective TimeClosing Date; (gv) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VIIaccounts payable of the Business; (hvi) all Liabilities relating any liabilities and obligations of Seller for any breach or violation, prior to the International PlansClosing Date, of any of the Assumed Contracts; and (ivii) any Liabilities other liability or obligation which is not an Assumed Liability. (c) For purposes of clarification, notwithstanding the assignment of any contract or other rights included in the Purchased Assets, except as otherwise provided herein Seller has not assigned and Buyer has not assumed and Seller retains its rights and obligations, including all rights and remedies of enforcement, with respect to receivables or other amounts owed or obligations to or from Seller on sales made prior to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClosing Date.

Assumed Liabilities. Upon In accordance with the terms and subject to the conditions provisions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall the Purchaser will assume and pay or to cause its Subsidiaries to assume perform and discharge when due any and all of the Liabilities of Seller or any of the Retained Subsidiaries Acquired Companies to the extent relating to the ML Acquired Business or arising out of the Purchased Assets or the Business of whatever natureAssets, whether presently in existence arising on, prior to or arising hereafterfollowing the Closing Date, except for including the Excluded following Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on accounts payable of the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessAcquired Companies, to the extent not satisfied prior (i) included in the Closing Date Flush Working Capital (as determined in accordance with Section 2.6) or (ii) related to the Effective TimeML Acquired Business; (b) all other Liabilities arising under of the Acquired Companies to the extent relating to the Purchased ContractsAssets and Purchaser’s share of any Shared Liabilities; (c) any (i) all Liabilities for Pre-Closing Non-Income Taxes relating other than Identified Taxes (as defined in the Stock Purchase Agreement) attributable to the ML Acquired Business or the Purchased Assets, in Assets for any Tax period and fifty percent (50%) of all Identified Taxes and related Losses and Expenses (each case, to the extent included as defined in the calculation Stock Purchase Agreement) for which Seller or the Acquired Companies are liable under Section 8.1(a) of Final Closing Net Working Capitalthe Stock Purchase Agreement, and (ii) all Liabilities for Taxes that are the responsibility of the Purchaser pursuant to Section 9.2; (d) all Liabilities of the Acquired Companies arising on, prior to or following the Closing Date under warranty obligations (i) the Included Contracts or arising (ii) the portion of any Shared Contract that constitutes a Purchased Asset 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”Section 2.1(d); (e) all Environmental Liabilities of the Seller Group arising at or on, prior to or following the Effective Time Closing Date under the Governmental Approvals included 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out (whether related to the ML Acquired Business or the ICU Acquired Business) related to the Warning Letter and the related observations and investigation (including the final closeout and verification of or the effectiveness of the remediation actions steps taken in connection with response to the Warning Letter), and any act, omission or circumstance occurring at any time after other Proceeding related to the Effective TimeWarning Letter (the “Warning Letter Matters”); (g) all Liabilities relating to Purchased Subsidiary Employeesthe extent related to the quality system regulation requirements and compliance of the manufacturing related activities at the Leased Real Properties (whether related to the ML Acquired Business or the ICU Acquired Business, other than any such Liabilities expressly retained by Seller pursuant to Article VIIexcept as provided in the Contract Manufacturing Agreement) (the “NJ Quality and Manufacturing Matters”); (h) all Liabilities relating to the International Plansemployment of all ML Employees (other than Transition Services Employees) arising on, prior to or following the Closing Date, including Liabilities arising under any Seller Plan related to any ML Employee (other than Transition Services Employees) or their respective spouses or dependents and including all Liabilities specifically assumed by the Purchaser pursuant to Article 10; (i) all Liabilities arising under the WARN Act if triggered solely by the Purchaser’s failure to hire or offer substantially comparable terms of employment to any Employees (other than Seller Retained Employees) to those terms existing immediately prior to the Closing Date; (j) all Liabilities arising out of the Purchaser’s activities relating to and asserted by or on behalf of one or more ML Employees, regardless of whether such person becomes a Transferred Employee; (k) all Liabilities associated with the Leased Real Property arising on, prior to or following the Closing Date, other than to the extent such Liabilities arising on or prior to the Closing Date relate to the ICU Acquired Business; (l) all Liabilities relating to or arising out of environmental matters or under any Environmental Law, including all Liabilities associated with ISRA or any Proceeding relating to or arising out of compliance with ISRA (including, for the avoidance of doubt, any ISRA obligations relating to both the ML Acquired Business and the ICU Acquired Business), arising on, prior to or following the Closing Date, other than to the extent such Liabilities arise out of any failure by ICU to file the required applications, notices and forms under ISRA (as applicable) on or prior to the Closing Date; and (m) all other Liabilities arising out of, relating to or incurred primarily in connection with the ML Acquired Business or the Purchased Assets including (i) the operation of the ML Acquired Business on, prior to or following the Closing Date, and (ii) any Liabilities other condition arising on, prior to or following the Closing Date with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisePurchased Assets.

Assumed Liabilities. Upon On and subject to the terms and conditions of this Agreement and further subject to the limitations set forth in Section 1.2(b), Buyer shall assume at the Closing and subsequently pay, honor and discharge, according to the terms thereof, the following obligations and liabilities other than the Excluded Liabilities (collectively, the "Assumed Liabilities") relating to the Business: (i) all obligations that arise after the Closing under the Assigned Contracts; (ii) all current liabilities of Seller and its subsidiaries (other than Toxguard Systems, Inc.) reflected on the consolidated balance sheet of Seller dated as of December 31, 1999 (such balance sheet being the "Acquisition Balance Sheet" and such date being the "Balance Sheet Date"), or that are incurred after the Balance Sheet Date and through the Closing Date in the ordinary course of the business consistent with past practice; (iii) to the extent accrued for on the Seller Financial Statements (as later defined) or the Closing Balance Sheet or covered by insurance payable to Buyer, all liabilities and obligations of Seller or any of its subsidiaries (other than Toxguard Systems, Inc.) regarding, and claims with respect to, (A) all compensation earned or accrued by employees of Seller or any of its subsidiaries while employed by Seller or any of its subsidiaries on or before the Closing, including without limitation, accrued salary and wages (including overtime), accrued vacation time and personal time, sick leave, incentive or bonus compensation, retention, severance, termination, and redundancy pay, and pay in lieu of notice; (B) any other benefits owed to any current or former employee of Seller or any of its subsidiaries (other than Toxguard Systems, Inc.) whose employment ends (or is treated as ending) in connection with completing the transactions this Agreement contemplates; and (C) any expenses associated with workers' compensation claims or for medical, dental and disability (both long-term and short-term) benefits owed to employees or former employees of Seller or any of its subsidiaries based upon (1) exposure to conditions existing before the Closing or (2) disabilities existing before the Closing; (iv) payments due to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") after the Closing pursuant to the deferred compensation arrangement between Seller and ▇▇▇▇▇▇, a copy of which is attached hereto as Exhibit 1.2(a)(iv); (v) all royalty payments due to ▇▇▇▇ ▇▇▇▇ on the terms and subject to the conditions of this Agreement, as set forth in the Parties agree, effective at the Effective Time, Buyer shall assume or attached Exhibit 1.2(a)(v); (vi) all unknown claims and liabilities relating to cause its Subsidiaries to assume all Liabilities of Seller or any contracts with customers of the Retained Subsidiaries Business whether relating to circumstances occurring before or after Closing; (vii) all unknown or unasserted liabilities of the Business arising from circumstances occurring before Closing but solely to the extent relating that such liabilities are either reserved for by Seller on the Seller Financial Statements or covered by insurance payable to or arising out of the Purchased Assets or the Business of whatever natureBuyer; (viii) all employee health care claims made under Seller's self-insurance plan, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except solely to the extent constituting Excluded Liabilities):reserved for under such self-insurance plan; and (aix) all current liabilities set forth on of Seller exclusively related to the Balance Sheet and all current liabilities incurred after conduct of the Balance Sheet Date Business 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 business consistent 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 any building materials past practice (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”without limitation false alarm guaranties); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Upon the terms On and subject to the terms and conditions of this Agreement, the Parties agreeSeller shall transfer to Buyer, effective at the Effective Time, and Buyer shall assume and discharge or to cause its Subsidiaries to assume perform when due in accordance with the terms thereof, all Liabilities of Seller (whether fixed or any of the Retained Subsidiaries contingent, matured or unmatured, arising by law or by contract or otherwise, on or prior to the extent relating Closing Date or thereafter) (collectively, the "Assumed Liabilities") arising from or related to or arising out of based upon the Purchased Assets Business or the Business of whatever natureAcquired Assets, whether presently in existence or arising hereafter, except for other than the Excluded Liabilities. The Assumed Liabilities (shall include, but are not limited to, the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):following: (a) all current liabilities set forth accounts payable, obligations, liabilities, expenses and costs incurred by or on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course behalf of business, to the extent not satisfied Seller on or prior to the Effective TimeClosing Date; (b) all Liabilities arising under the Purchased ContractsBusiness merchandise returns and warranty claims relating to sales of any merchandise; (c) any Liabilities for Pre-Closing Non-Income Taxes employee liabilities relating to the Purchased Assets, in each case, to the extent included in the calculation present and past employees and service providers 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 towith respect to wages, at employee benefit plans, programs, policies, commitments and other benefit entitlements established or after the Effective Time, except for those Liabilities set forth existing 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 Closing Date (whether or not such liabilities are accrued or payable at Closing, and whether or not such liabilities are contingent 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 Assetsnature), including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; andwithout limitation): (i) any Liabilities liability or obligation for workers' compensation with respect to any employee associated with the Business; (ii) any current or future liabilities for benefits that may have been accrued or earned by any employees associated with the Business under any employee benefit plans; (iii) any current or future liabilities for claims and related expenses with respect to any employee associated with the Business under any welfare or disability plans, regardless of when filed; (iv) any retrospective premium on pension, savings, thrift, or profit-sharing plan contribution relating to any employee associated with the Business; (v) any monetary liability for retention bonuses, vacation obligations, or severance payments that may arise at any time in favor of any of Seller's employees or independent contractors under any employee benefit plan, program, policy, commitment, or any other benefit entitlement, written, oral or otherwise; and (vi) any liability or obligation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") with respect to any employees or independent contractors of Seller; (vii) any federal, state or local withholding, employment or other payroll Taxes arising from or relating to the payment of the Purchase Price or any component thereof. (d) any Liability of Seller (i) arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Entity or (ii) arising under any Environmental and Safety Requirements with respect to the ownership or operation by Seller of the Business Employees and or the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject Acquired Assets; and (e) any Liability of Seller for any state, local or federal income Taxes arising or relating 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseperiod after the Closing Date.

Assumed Liabilities. Upon Purchaser shall, and hereby agrees to, assume on the terms Closing Date and subject shall, and hereby agrees to, duly, promptly and faithfully pay, perform and discharge when due, and otherwise comply with, all obligations and liabilities of Seller of whatever kind and nature relating to the conditions of this AgreementBusiness, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, and whether arising before, on or after the Parties agreeClosing Date (collectively, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume together with all Liabilities other liabilities of Seller or any of the Retained Subsidiaries relating to the extent relating Business assumed by Purchaser pursuant to or arising out of the Purchased Assets this Agreement or the Business of whatever nature, whether presently in existence or arising hereafter, except for Schedules hereto but excluding the Excluded Liabilities (Liabilities, the “Assumed Liabilities”). Without limiting the generality of the foregoing, including Purchaser shall assume and pay, perform and discharge, and otherwise comply with, all of the following obligations and liabilities: (except i) all obligations and liabilities of Seller in respect of accounts payable, accrued expenses and other current liabilities relating to the extent constituting Excluded Liabilities):Business as of the Closing, which, for purposes of clarity, shall include, but not be limited to (aA) all accrued expenses and other current liabilities set forth on as of the Balance Sheet Closing for salary, wages, bonuses, vacation, sick-pay, commissions, and all current liabilities incurred after the Balance Sheet Date any other compensation and benefits (including for employment-related Taxes) in the ordinary course respect of business, or relating to the extent employees of Seller (whether or not satisfied prior such employees become Transferred Employees) (all of the foregoing being referred to herein collectively as 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 LiabilitiesEmployee Expenses”); (eB) all Environmental Liabilities arising at deferred revenue/unaccrued income as of the Closing; and (C) all deferred rent as of the Closing. (ii) all obligations, liabilities and commitments of Seller under the Transferred Contracts; (iii) all obligations, liabilities and commitments in respect of any and all services provided prior to, on or prior to after the Effective Time Closing Date in connection with the Business, and all obligations and liabilities for warranty and other claims, and all other obligations and liabilities which arise directly or indirectly out of the operation of the Business or use of the Transferred Assets at any time prior to, on or after the Closing Date, exclusive of (i) any claims or litigation relating to any of the foregoing obligations, liabilities and commitments outstanding and previously asserted in writing against Seller and (ii) except as provided in Section 8(a), any obligations, liabilities and commitments arising under contracts that are not assigned to or assumed by Purchaser pursuant to this Agreement; (iv) all obligations, liabilities and commitments of Seller under purchase orders that are outstanding as of the Closing Date other than, except as provided in Section 8(a), any obligations, liabilities and commitments arising under contracts that are not assigned to or assumed by Purchaser pursuant to this Agreement; (v) all obligations and liabilities listed or described on Schedule 1(d)(v) hereto; and (vi) all other obligations and liabilities 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 AssetsTransferred Assets (whether the same arise or are incurred or otherwise relate to periods prior to, including all Environmental Liabilities arising out of on or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VIIClosing Date). BuyerPurchaser’s obligations under this Section 2.04 1(d) shall not be subject to offset or reduction, whether reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents this Agreement or any other agreement or document delivered in connection therewith herewith or any right or alleged right to indemnification hereunder or otherwisehereunder.

Assumed Liabilities. Upon (a) In connection with the terms purchase and subject sale of the Purchased Assets pursuant to this Agreement, at the Closing, Buyer shall assume and agree to honor, pay and discharge when due the following liabilities and obligations of Seller (the "Assumed Liabilities"): (i) the liabilities and obligations of Seller under the Engagement Agreements or other Purchased Contracts assigned and transferred to Buyer hereunder, to the conditions extent the performance thereof by Buyer is due from and after the Closing Date, including the obligation to perform services with respect to the unapplied monetary portion heretofore paid to Seller of all retainers in respect of such Engagement Agreements; (ii) the liabilities and obligations of Seller under the Permits included in the Purchased Assets to be performed on or after, and in respect of periods following, the Closing Date; and (iii) all other liabilities and obligations in respect of the Purchased Assets to the extent arising out of or related to facts or circumstances occurring after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, the Parties agreeAssumed Liabilities shall not include any liabilities (collectively, effective at the Effective Time"Excluded Liabilities") not expressly assumed pursuant to Section 2.4(a), Buyer shall assume including: (i) with respect to accounts payable, trade payables, notes payable or to cause its Subsidiaries to assume all Liabilities any other payables or similar obligations of Seller existing on or any of the Retained Subsidiaries for periods prior to the extent relating Closing Date; (ii) with respect to any indebtedness for borrowed money or otherwise of Seller; (iii) with respect to any liability of Seller for the payment of Taxes with respect to periods ending on or prior to the Closing Date; (iv) arising out of the Purchased Assets any Employment Agreement, or the Business of whatever natureany contract, whether presently in existence plan commitment, arrangement, understanding or arising hereafteragreement, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 other than obligations arising under the Purchased Contracts; (cv) arising from the breach or violation of any Contract or Permit or other obligation or legal duty (including any tort committed or alleged to have been committed by Seller) or any violation of any Law occurring or in existence on or prior to the Closing Date, or arising from any breach or violation of any Contract which results from the transactions contemplated by this Agreement; (vi) any Liabilities statutory obligations with respect to the continuation of benefits for Pre-Persons who cease to be Business Employees (other than Transferred Employees who subsequently cease to be employees of Buyer) and any obligations or liabilities of any kind under or in respect of the Benefit Plans; (vii) any liabilities under the Employment Agreements, arising out of Seller's employee manuals or policies, or any severance or termination costs incurred by Seller in connection with any of its partners or employees under Benefit Plans, contracts, policies, unemployment or other applicable laws or otherwise; (viii) arising from any environmental risk, contamination, condition, discharge or disposal occurring or in existence on or prior to the Closing Non-Income Taxes Date, whenever and by whomever generated, whether or not in compliance with applicable laws; (ix) any liability of Seller which any Person seeks to impose upon Buyer by virtue of any theory of successor liability (including liabilities relating to the Purchased AssetsReferenced Litigation), in each caseenvironmental matters, employee benefit plans, Taxes and labor and employment matters, or any indemnification obligations either arising prior to the extent included in Closing Date or relating to periods ending on or prior to the calculation of Final Closing Net Working CapitalDate; (dx) all Liabilities arising under warranty obligations pertaining to the products and/or services of Seller sold or arising under applicable performed in full on or prior to the Closing Date in the nature of express or implied warranty, negligence, product liability, strict liability, personal injury injury, property damage, economic loss or tort Laws relating replacement cost or third party liability, whether such obligations, liabilities or claims are in existence now or on the Closing Date or arise hereafter or thereafter, and whether or not any such obligations, liabilities or claims are presently known, foreseeable or discoverable by Seller or Buyer; (xi) with respect to any products manufactured legal, accounting, professional, advisory, broker's, finders', referral, appraisal or sold other fees, costs or expenses of Seller in connection with the transactions contemplated by this Agreement, or any other Taxes, expenses or liabilities which under the express terms of this Agreement are not to be borne by Buyer; (xii) with respect to any Actions or other contingent liabilities of Seller, whether or not disclosed to Buyer, relating exclusively to periods and occurrences ended on or before the Closing Date; (xiii) relating in any way to Seller's ownership, use, control or possession of any real property or personal property (except as expressly provided 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”Transition Services Agreement); (exiv) all Environmental Liabilities with respect to hazards to health or safety arising at exclusively from the operation of the Purchased Assets on 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 AssetsClosing Date, including all Environmental Liabilities arising out hazards of occupational injury or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)disease; (fxv) all Liabilities arising out for the payment for any outstanding drafts or checks issued by Seller which are outstanding as of or in connection with any act, omission or circumstance occurring at any time after the Effective Time;Closing Date; or (gxvi) all Liabilities relating in any way to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to Seller's characterization for Tax purposes of its use of the International Plans; and (i) any Liabilities with respect to Purchase Price for the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason return of capital contributions of any actual withdrawing DAS Principals or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseDAS Professionals.

Assumed Liabilities. Upon At and after the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall assume and timely pay, discharge and perform when due those Liabilities attributable to periods after the Closing under or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries with respect to the extent relating to or arising out of Licenses and the Purchased Assets or the Business of whatever natureAssumed Contracts (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”). All Liabilities not expressly assumed by Buyer hereunder are collectively referred to herein as “Non-Assumed Liabilities” and shall remain and be the obligations and liabilities solely of Seller. Without limiting the generality of the foregoing, including the following Non-Assumed Liabilities shall include the following: (i) any Liabilities arising from or related to the Business and/or the Assets prior to Closing, (ii) all Liabilities relating to any of the Excluded Assets, (iii) any debts, obligations or other Liabilities owing from Seller or any of its affiliates to Seller or any of its affiliates, (iv) any Liability of Seller or any affiliate of Seller for Taxes relating to periods prior to Closing, whether or not shown on a Tax Return, (v) any Liability for Taxes payable with respect to Seller’s transfer of the Assets to Buyer and Seller’s consummation of the other transactions contemplated by this Agreement, except to the extent constituting Excluded Liabilities): of Buyer’ obligation to pay such Liability under Section 12.2 of this Agreement; (a) all 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; (cvi) any claims or other Liabilities for Pre-Closing Non-Income Taxes relating to of Seller arising out of the Purchased Assets, in each case, to the extent included in the calculation operation 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 Closing under or relating to the Business as currently pre-Closing violations of Environmental Laws or formerly conductedpre-Closing releases of Hazardous Substances, (vii) Liabilities under any Non-Assumed Contract; (viii) any Liability to or in respect of, or arising out of or in connection with, the Purchased Assetsemployment or cessation of employment by Seller of, the Real Property any Employees or former Employees of Seller, including (A) any employment or consulting agreement, whether or not written, between Seller and any person, (B) any Liability under any Compensation Arrangement or Employee Plan, (C) any claim of an unfair labor practice or grievance or any other real claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state or local employment discrimination law or regulation, which shall have been asserted by any Employee or former Employee based on acts or omissions which occurred during the period of or relating to such Employee’s employment by Seller, whether or not such Employee is hired by Buyer or any of its affiliates, (D) any Liability relating to payroll, vacation, personal property currently ownedday or sick pay for any current or former employee, leased director, officer, consultant or operated in connection independent contractor of Seller (except with respect to liabilities for any Employee employed by Buyer for any period after the Business Closing Date), (E) with respect to any actual or the Purchased Assetsalleged agreements or promises to current or former employees, including all Environmental Liabilities directors, officers, consultants or independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements maintained by Seller or any of its affiliates, and (F) any Liability arising out of or relating to any building materials stay bonus, severance plan or arrangement, special waiting bonus or special retention plan or agreement, (including asbestosix) any Liabilities for legal, asbestos-containing materials accounting or broker’s fees incurred by Seller and lead-based paint) its affiliates in connection with this Agreement and PCBsthe consummation of the transactions contemplated hereby, except for those Liabilities set forth on Schedule 2.04(e) and (the “Excluded Environmental Liabilities”); (fx) all Liabilities of Seller 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAgreement.

Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, the Parties agreePurchaser shall assume, effective at as of the Effective TimeClosing, Buyer and from and after the Closing Purchaser shall assume or to cause its Subsidiaries to assume all Liabilities pay, perform and discharge when due, only the following liabilities, obligations and commitments of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities and its Affiliates (the “"Assumed Liabilities”"), including the following (i) except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and in Section 1.3(c)(ii), 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 any building materials product liability, breach of warranty or similar claim for injury to person or property, regardless of when asserted, which resulted from the use or misuse of Products or otherwise related to the Products (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”all Proceedings relating to any such liabilities); (fii) except to the extent set forth in Section 1.3(c)(iii) (A) and (B), all Liabilities liabilities arising out of or in connection with relating to the return of any act, omission Products on or circumstance occurring at any time after the Effective TimeClosing Date, whether or not sold by Seller or its Affiliates prior to, on or after the Closing Date; (giii) except to the extent set forth in Section 1.3(c)(iii)(C), all liabilities arising out of or relating to any rebates related to any Products; (iv) all Liabilities liabilities for Taxes arising out of or relating to Purchased Subsidiary Employeesto, directly or indirectly, the Businesses or the Acquired Assets (including the Products) or the ownership, sale or lease of any of the Acquired Assets, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International PlansExcluded Tax Liabilities; and (iv) all other liabilities, obligations and commitments 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, directly or indirectly, the Businesses or the Acquired Assets (including the Products) or the ownership, sale or lease of any Liabilities with respect of the Acquired Assets but only to the Business Employees extent related to any period on or after the Closing Date. 9 (b) Purchaser and Seller hereby agree to reimburse one another, dollar for dollar, in the Employee Plans expressly assumed event that any of their or their respective Affiliate's customers offset, against accounts payable by Buyer such customer to Seller or Purchaser or their respective Affiliates, the cost of any Products returned by such customer, in Article VII. Buyer’s obligations under each case which are the responsibility of the other party hereto pursuant to this Section 2.04 1.3. Seller and Purchaser agree to, and to cause their respective Affiliates to, provide notice to one another of any such offset for which such party or its Affiliate is entitled to be reimbursed pursuant to this Section 1.3(b). Payment shall be made promptly following receipt of notice of any such offset by a customer (together with supporting documentation). Seller and Purchaser shall, and Seller shall cause its Affiliates to, cooperate to ensure that a customer does not offset returns of any Product against both Seller (or any of its Affiliates) and Purchaser. (c) Notwithstanding any other provision of this Agreement or any Related Instrument, Purchaser shall not assume any Excluded Liability, each of which shall be subject to offset or reductionretained and paid, whether performed and discharged when due by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.Seller and its Affiliates. The term "Excluded Liability" shall mean:

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this AgreementAgreement (including Section 2.16 with respect to the Deferred Liabilities), the Parties agree, effective at the Closing (but with effect from the Closing Effective Time), Buyer Purchaser shall, or shall cause the applicable Purchaser Designee to, assume or to cause its Subsidiaries to assume and discharge and perform when due all of the following Liabilities (the “Assumed Liabilities”): (a) Any and all Liabilities of Seller relating to or any arising out of the Retained Subsidiaries Specified Business Contracts, including any Funded Debt included as part of any such Specified Business Contracts; (b) Any and all Liabilities arising out of or relating to in any way (i) to the extent environment or natural resources, human health and safety or Hazardous Materials relating to or arising out of the Purchased Assets or the Business, and (ii) any past, current or future businesses, operations, products or properties of or associated with the Purchased Assets, the Assumed Liabilities or the Business (including any businesses, operations, products or properties for which a former, current or future owner or operator of whatever naturethe Purchased Assets, whether presently in existence the Assumed Liabilities or arising hereafterthe Business may be alleged to be responsible as a matter of Law, except for the Excluded Liabilities (the “Assumed Liabilities”Contract or otherwise), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities other than as 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 ContractsSection 2.7(h); (c) Any and all Liabilities with respect to any return, repair, warranty or similar Liabilities relating to products and services of the Business that were designed, manufactured or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Effective Time or as of the Closing; (d) Any and all Liabilities for Pre-Closing Non-Income Taxes imposed with respect to, arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Business for a Post-Closing Period; (e) Any and all Liabilities in respect of Transferred Business Employees and Business Independent Contractors, whether accruing before, on or after the Closing Date, but excluding any Excluded Employment Liabilities or any Excluded Pension Liabilities; (f) Any and all Indebtedness of the Target Entities; (g) Any and all Liabilities relating to or arising out of the Transferred Benefit Plans; and (h) Any and all other Liabilities relating to or arising out of the Purchased Assets or the Business, whether accruing before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, in each casecase other than Retained Liabilities. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (h) in this Section 2.6; provided, to that such fact does not imply that (A) such Liability shall be assumed more than once or (B) any duplication of such Liability is required. For the extent avoidance of doubt, without duplication of any amounts included in the calculation of Final Closing the applicable Net Working Capital; Economic Benefit, for purposes of Article IX, Purchaser shall be responsible and liable for all Assumed Liabilities (dincluding the Deferred Liabilities) 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 during and 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseDeferred Period.

Assumed Liabilities. Upon the terms terms, and subject to the conditions of this Agreementconditions, the Parties agreeset forth herein, effective at the Effective Timetime of the Closing, Buyer Purchaser (or one of its Affiliates) shall assume assume, and hereby agrees to pay, satisfy, discharge or to cause its Subsidiaries to assume perform, all of the following Liabilities of Seller, the Seller or any of Entities and their applicable Affiliates (other than the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureNewCo Entities), in each case, whether presently in existence accruing prior to, at or arising hereafterafter the Closing, except for the Excluded Liabilities known or unknown, fixed or contingent, asserted or unasserted (collectively, the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course Liabilities for which Purchaser or any of business, its Affiliates expressly has responsibility pursuant to the extent not satisfied prior to the Effective Timethis Agreement or any other Transaction Document; (b) Any and all Liabilities solely to the extent relating to, arising under out of or resulting from the Purchased Business Contracts; (c) All accounts payable, trade accounts payable and trade obligations to the extent relating to, arising out of or resulting from the conduct of the GES Business or the operation of the Purchased Assets (i) at or prior to the Closing, solely to the extent reflected in the final and binding Post-Closing Statement or (ii) after the Closing; (d) Any Current Liabilities and Indebtedness solely to the extent reflected in the final and binding Post-Closing Statement; (e) Any and all Liabilities solely to the extent arising out of or relating to any future businesses, operations, products, licensing or commercial practices or properties of or associated with the Purchased Assets, the Assumed Liabilities or the GES Business; (f) Any and all Liabilities for Pre-Closing Non-Income Taxes Purchaser Taxes; (g) Except as otherwise provided in this Agreement (including Section 5.8), any and all Liabilities (i) in respect of Transferred Business Employees and in respect of Business Contracts with individual service providers who primarily provide services to the GES Business (“Individual Service Providers”), whether arising at, prior to or after the Closing, (ii) relating to or arising under any Benefit Plan that is required to be transferred to Purchaser under applicable Law or (iii) relating to or arising under any Assumed Plan; (h) Any and all Liabilities in respect of any Proceeding, audit, review, inquiry, or examination, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, solely to the extent arising out of, resulting from or to the extent related to, the GES Business or the operation or conduct of the GES Business at, prior to or after the Closing; (i) Subject to [***], the Liabilities Primarily Related to Ultraviolet (the “Ultraviolet Liabilities”); and (j) All other Liabilities that are not the subject of clauses (a) through (i) of this Section 2.6 to the extent Primarily Related to the GES Business and/or Purchased Assets or to the extent related to the operation or the GES Business and/or 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 whether arising at or prior to the Effective Time Closing, or related in connection with or relating any way to the GES Business as currently or formerly conducted, and/or the Purchased AssetsAssets after the Closing, in each case, except to the Real Property extent otherwise expressly provided for in this Agreement 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 Transaction Document that such Liability shall be borne by Seller. The Parties acknowledge and agree that a single Liability may fall within more than one of or relating to any building materials clauses (including asbestos, asbestos-containing materials and lead-based painta) and PCBs, except for those Liabilities set forth on Schedule 2.04(ethrough (j) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 this Section 2.6; such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International Plans; and fact does not imply that (i) such Liability shall be transferred more than once or (ii) any Liabilities with respect 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 the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations be included 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseanother clause.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions provisions of this Agreement, the Parties agreeand except as otherwise provided by this Section 2.3, effective Purchaser shall assume no debts, liabilities or obligations of Seller except that Purchaser agrees at the Effective Time, Buyer shall assume or to cause its Subsidiaries Closing to assume and discharge or perform when due the following (the "Assumed Liabilities"): (a) all Liabilities debts, liabilities and obligations that Purchaser has expressly assumed or agreed to assume pursuant to this Agreement; (b) all debts, liabilities and obligations of Seller or any of under the Retained Subsidiaries Real Property Leases, the Equipment Leases, the Contracts and the Permits to the extent such debt, liability or obligation relates to or arises on or following the Closing; (c) all accounts payable of Seller at Closing that are attributable to the Business; (d) all severance and other similar liabilities and obligations of Seller with respect to the Employees arising in connection with or due to this Agreement or the consummation of the transactions contemplated by this Agreement; (e) all accrued liabilities of the Business identified or provided for in the Financial Statements relating to or arising the items listed and identified on Schedule 2.3(e), including, without limitation, all accrued liabilities at Closing; (f) all debts, liabilities and obligations that arise out of or relate to the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth attributable to occurrences or circumstances arising on or following the Balance Sheet Closing, including any obligations to deliver goods and all current liabilities incurred after products following the Balance Sheet Date in the ordinary course of business, to the extent not satisfied Closing under purchase orders or commitments entered into by Seller 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective TimeClosing; (g) all Liabilities relating liabilities for state and local real and personal property taxes which relate to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant the period on or subsequent to Article VII;the Closing; and (h) all Liabilities relating to the International Plans; and (i) any Liabilities liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations that relate to the Business Employees or the ownership or operation of the Purchased Assets, at law, in equity or otherwise, arising on or following the Closing. Pursuant to Section 7.3, Purchaser shall indemnify and hold harmless Seller and its Affiliates from and against any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees), judgments and settlements arising from Purchaser's failure fully or timely to pay, perform or satisfy the Employee Plans expressly assumed by Buyer Assumed Liabilities. All persons or entities having any right with respect to any of the Assumed Liabilities are intended third-party beneficiaries of Purchaser's covenants in Article VIIthis Section 2.3. Buyer’s Purchaser's obligations to third parties under this Section 2.04 shall will not be subject to offset or reduction, whether reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents this Agreement or any closing or other agreement or document delivered in connection therewith or contemplated by this Agreement, any right to or alleged right of indemnification hereunder or otherwisefor any other reason.

Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this AgreementAgreement (including, the Parties agreewithout limitation, effective Buyer’s rights to indemnification under Article VIII), at the Effective TimeClosing, Buyer shall assume or to cause its Subsidiaries to assume all assume, pay, satisfy, perform and discharge when due the following Liabilities of the Seller or any of and the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureCompanies, whether presently in existence or arising hereafter, except for excluding only the Excluded Liabilities Liabilities, (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities Environmental Liabilities with respect to the Companies and the Company Assets, whether arising before or after the Closing Date, including those Environmental Liabilities that arise out of or relate to (i) the Company Permits, including such Liabilities thereunder arising out of or relating to all reclamation and post-mining Liabilities at or relating to the Company Assets, (ii) any mine operating or safety compliance matters related to the condition of the Company Assets, (iii) compliance with Environmental Laws related to the Companies or the Company Assets; (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, Hazardous Materials claimed to be from the operation of the Companies or the Company Assets; and (v) the items set forth on in Section 1.03(a) of 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 TimeDisclosure Schedules; (b) all Liabilities of any kind or character claimed to be from or arising under out of or in connection with Buyer’s use, operation, possession or ownership of or interest in the Purchased ContractsCompanies or the Company Assets, including all Liabilities related to the employees (identified in Section 3.13(a)(i) of the Disclosure Schedules), in each case, following the Closing; (c) any Liabilities for Pre-Closing Non-Income Taxes reclamation or response actions (removal or remedial actions) arising out of or relating to the Purchased Company Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capitalwhether arising before or after Closing; (d) all Liabilities arising under warranty obligations or the Consent Decrees related to the Company Assets, whether arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in the Business prior to, at before 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”)Closing; (e) all Environmental Liabilities arising at or prior Transfer Taxes and Property Taxes for which Buyer is responsible pursuant 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 any building materials (including asbestos, asbestos-containing materials and lead-based paintSections 5.06(b) and PCBs(c), except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)respectively; (f) all Liabilities of Companies, Seller and their Affiliates, arising under the UMWA Agreements, and Buyer expressly agrees to assume all duties and obligations arising under the UMWA Agreements, whether directly or indirectly, whether arising before or after Closing, except for monetary Liabilities owed to employees related to employee grievances filed prior to the Closing Date and arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective TimeUMWA Agreements; (g) all Liabilities relating under any NOVs whether issued before or after the Closing Date, except for fines and penalties associated with NOVs issued prior to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VIIthe Closing Date; (h) all Liabilities relating to on the International PlansBalance Sheet other than those Liabilities identified as remaining with Seller, including, for the avoidance of doubt, Liabilities for accrued floating pay, graduated pay, and personal leave for employees under the UMWA Agreements as represented on the Balance Sheet; and (i) any all other Liabilities with respect to (including, but not limited to, Environmental Liabilities, Workers Compensation Liabilities and Black Lung Liabilities) of the Business Employees and Companies, excluding only the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseExcluded Liabilities.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer Purchaser or its permitted assignee (pursuant to the terms of Section 10.3) shall (x) assume or and hereby agrees to cause its Subsidiaries to assume pay, satisfy, discharge and perform all of the Liabilities of Seller or any of the Retained Subsidiaries to the extent relating and its Affiliates related to or arising out of the Purchased Assets Assets, the Business, or the Business Purchased Companies (or their Subsidiaries) and (y) cause the Purchased Companies and their Subsidiaries to pay, satisfy, discharge and perform all of whatever naturetheir respective Liabilities, whether presently in existence or arising hereaftereach case of the foregoing clauses (x) and (y), except for other than the Excluded Liabilities identified as Retained Liabilities in clauses (a) through (h) of Section 2.7 (the “Assumed Liabilities”), in each case, whether accruing or arising prior to, on or after the Closing, including the following (except to in each case, other than the extent constituting Excluded LiabilitiesLiabilities identified as Retained Liabilities in clauses (a) through (h) of Section 2.7): (a) all current liabilities set forth on the Balance Sheet Any and all current liabilities incurred after Liabilities relating to or arising out of the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeBusiness Contracts; (b) Any and 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 in any building materials way any past, current or future businesses, operations, products or properties of or associated with the Purchased Assets (including asbestosthe Owned Real Property) or the Business (including any businesses, asbestos-containing materials operations, products or properties for which a former, current or future owner or operator of the Purchased Assets or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise); (c) Any and lead-based paintall Liabilities with respect to any return, rebate, discount, credit, recall, repair, customer program or similar Liabilities related to products and services of the Business that were manufactured, serviced or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; (d) Any and PCBsall Liabilities for death, except for those personal injury, advertising injury, other injury to persons or property damage with respect to any products and services of the Business that were manufactured, serviced or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; (e) Any and all Liabilities set forth relating to or arising out of the ownership, use or conduct of the Business or the Purchased Assets or the Purchased Companies (or their Subsidiaries), whether accruing or arising before, on Schedule 2.04(e) (or after the “Excluded Environmental Liabilities”)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; (f) Any and all Liabilities (i) in respect of or relating to Business Employees arising after the Closing, except those arising out of or in connection with any act, omission resulting from Seller’s transfer of Business Employees to the Purchased Companies whether before or circumstance occurring at any time after the Effective TimeClosing Date, or (ii) assumed by Purchaser pursuant to Section 5.6; (g) Any and all Liabilities relating to of the Purchased Subsidiary EmployeesCompanies or their Subsidiaries, other than including any such Liabilities expressly retained by Seller pursuant to Article VIIIndebtedness of the Purchased Companies or their Subsidiaries; (h) Any and all Liabilities for which Purchaser or its Affiliates expressly has responsibility pursuant to this Agreement; (i) Any and all accounts payable and other Liabilities included in the calculation of the Closing Working Capital; (j) All other Liabilities identified on Section 2.6(j) of the Seller Disclosure Schedules; (k) Other than any Retained Liabilities, any and all Liabilities relating to or arising out of the International PlansBusiness, accruing or arising prior to, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted; and (il) any Liabilities with Transfer Taxes for which Purchaser is responsible pursuant to Section 6.6. With respect to Assumed Liabilities that are Liabilities of the Business Employees Purchased Companies and their Subsidiaries, Purchaser shall cause the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 Purchased Companies and their Subsidiaries to pay, satisfy, discharge and perform all of such Liabilities, and, except as provided herein, Purchaser shall not be subject required to offset separately and additionally assume any such Liabilities of the Purchased Companies and their Subsidiaries other than through causing such payment, satisfaction, discharge and performance. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (l) in this Section 2.6; such fact does not imply that (x) such Liability shall be transferred more than once or reduction, whether by reason (y) any duplication of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisesuch Liability is required.

Assumed Liabilities. Upon As of the terms Closing Date, Kos shall assume, be responsible for and subject to pay, perform and discharge when due the conditions of this Agreementfollowing (collectively, the Parties agree"ASSUMED LIABILITIES"): (A) any Liability arising from any product liability, effective at the Effective Timebreach of warranty, Buyer shall assume patent or to cause its Subsidiaries to assume all Liabilities of Seller trademark infringement claim, or any other action or claim resulting from the sale of the Retained Subsidiaries any Transferred Product (including any Liabilities, relating to voluntary or involuntary recalls of such Transferred Product), arising out of, and to the extent attributable to, acts, omissions or events occurring after the Closing Date or relating to the sale of any Transferred Product after the Closing Date, other than such Liabilities to the extent resulting from the actions of BLS taken after the Closing Date; (B) any Liabilities arising after the Closing Date relating to the Purchased Assets and the Transferred Product Grants, including, without limitation, all obligations incurred on or arising out after the Closing Date under the Transferred Product Assigned Contracts including, 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 from and after the Closing Date; (D) subject to Section 2.7, all Chargebacks, and any other post-sale refunds, price adjustments and other similar payments, credits or liabilities regarding sales of Transferred Products from and after the Closing Date; (E) subject to Section 2.7, all returns of Transferred Product in connection with the sale of the Transferred Product from and after the Closing Date; and (F) credits, reimbursements, and similar payments to buying groups, insurers and other institutions in connection with Transferred Product 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 costs, expenses, and legal counsel fees, attributable to transactions between BLS (and/or its Affiliates) and any other 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 the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseTransferred Products.

Assumed Liabilities. Upon At the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing (as hereinafter defined), Buyer shall will assume or and agree to cause its Subsidiaries to assume pay, honor and discharge, when due (a) any and all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or liabilities, obligations and commitments arising out of the Purchased Assets or 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 of whatever natureand the Assets outstanding on the Closing Date and reflected on the Closing Balance Sheet (the “Closing Date Current Liabilities”) (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”). For clarification, including the following such Assumed Liabilities shall not include (i) except to the extent constituting Excluded Liabilities): (a) all current liabilities as specifically set forth on in Section 7.1 with respect to Transfer Taxes (as hereinafter defined) and Section 7.2 with respect to Property Taxes (as hereinafter defined), any liability for Taxes (A) of the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessSellers, to the extent not satisfied prior to the Effective Time; or (bB) all Liabilities arising under the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes resulting from, 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 use, or attributable to the ownership or operation of the Assets or the Purchased AssetsBusiness prior to the Closing Date or the transfer of the Assets hereunder, including all Environmental Liabilities (ii) any loans, advances, or other indebtedness or guarantees of either Seller, whether or not related to the Business, (iii) any obligation or liability arising out of under or relating to either Seller’s employee benefit plans, including any building materials contributions, fees, penalties, excise taxes, remedial payments, corrective contributions or benefits due under such plans as of the Closing Date, (including asbestosiv) claims, asbestos-containing materials disputes, liabilities or any losses or obligations arising prior to the Closing Date from customer claims; (v) any other liability owed by either Seller to the Shareholders, or any affiliate thereof; or (vi) attorneys’ fees and lead-based paint) any other fees and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of expenses incurred by either Seller or Shareholders 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 International Plans; and (i) any Liabilities with respect to the Business Employees negotiation and preparation of this Agreement and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason consummation of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisetransactions contemplated hereby.

Assumed Liabilities. Upon At the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer shall deliver to Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, as of the Closing, shall assume and agree to pay, perform and discharge when due and according to their terms all of the following liabilities and obligations of Seller, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities become due (the “Assumed Liabilities”): (i) all obligations and liabilities listed on Schedule 1.1(c)(i), including the following (in each case except to the extent constituting Excluded Liabilities): (a) all 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 TimeClosing; (bii) all Liabilities obligations and liabilities arising under or incurred by Buyer or any of its Affiliates at or after the Purchased ContractsClosing; (ciii) all obligations and liabilities which arise out of Buyer’s sale of any Liabilities for Pre-Closing Non-Income Taxes products manufactured and/or sold by Buyer or any of its Affiliates at or after the Closing; (iv) all obligations and liabilities under or arising out of or relating to the Purchased AssetsAcquired Assets or the conduct and operation of the Business, in each casecase arising on or after the Closing; (v) all obligations and liabilities in respect of employee relations and benefits that are the responsibility of Buyer pursuant to Section 9.3; (vi) all obligations and liabilities for any Taxes of Seller which are the responsibility of Buyer pursuant to Article VIII; (vii) all obligations and liabilities arising out of or relating to Deferred Items and Deferred Consents under Section 1.4; (viii) all obligations and liabilities of Seller with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent included in the calculation arising out 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 the Acquired Assets or sold in the conduct and operation of the Business prior to, on or after the Closing, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, at or after the Effective TimeClosing, except for those Liabilities set forth on Schedule 2.04(d) (but solely to the “Excluded Product Liabilities”) (extent relating to the Business Products and excluding any obligations or liabilities relating to the Excluded Product Liabilities, the “Product Liabilities”Liabilities under Section 1.1(d); (eix) all Environmental Liabilities obligations and liabilities of Seller arising at or prior to the Effective Time in connection with out of or relating to the Business as currently repair, rework, replacement or formerly conductedreturn of, the Purchased Assets, the Real Property or any other real claim for breach of warranty in respect of or personal property currently ownedrefund of the purchase price of, leased Business Products manufactured or operated in connection with sold prior to, at or after the Business Closing, regardless of whether any such claim was brought prior to, at or after the Purchased Assets, including Closing; (x) all Environmental Liabilities obligations and liabilities of Seller arising out of or relating to any building materials product liability claim against Seller (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities any such claim 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 Employeesinjury to or death of persons), other than damage to or destruction of property or any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities worker’s compensation claim, in each case relating to the International PlansBusiness Products manufactured or sold prior to, at or after the Closing, regardless of whether any such claim was brought prior to, at or after the Closing; and (ixi) any Liabilities with respect all obligations and liabilities for claims under Seller’s self‑insurance arrangements, if any, to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseextent such claim is for a matter constituting an Assumed Liability.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agreeBuyer agrees, effective at the Effective Timetime of the Closing, Buyer shall assume or to cause its Subsidiaries to assume all contracts and Liabilities of Seller or any of the Retained Subsidiaries to the extent of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) primarily relating to or arising out of the Purchased Assets or the Business conduct of whatever nature, whether presently in existence or arising hereafterthe Business, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):following: (a) all current liabilities Liabilities set forth on the Latest 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 TimeClosing Date; (b) subject to Section 2.07, all Liabilities of Seller or any of the Retained Subsidiaries arising under the Purchased Contracts; (c) any all Environmental Liabilities for Pre-Closing Non-Income Taxes relating to (other than the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working CapitalExcluded Environmental Liabilities); (d) all Liabilities arising under warranty obligations out of any action, suit, investigation or arising under applicable product liabilityproceeding before any arbitrator or any Governmental Authority, personal injury or tort Laws including all actions, suits, investigations and proceedings listed in Section 3.11 of the Disclosure Schedule; (e) all Liabilities 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 AssetsClosing Date, including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials warranty obligations and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental product Liabilities”); (f) all Liabilities arising out of and commitments assumed by Buyer, or in connection with any actfor which Buyer is otherwise responsible, omission or circumstance occurring at any time after the Effective Timepursuant to Section 8.02; (g) the Transferred Indebtedness; and (h) all Liabilities and commitments relating to Purchased Subsidiary current or former Business Employees, other than any such Liabilities and commitments that are expressly retained by Seller excluded pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VIISection 2.05(d). Buyer’s '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 agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective Timeset forth herein, Buyer shall assume or and agree to cause its Subsidiaries to assume all pay, perform and discharge only the following Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureKecy (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded and no other Liabilities):: (a) all current liabilities set forth trade accounts payable of Kecy to third parties in connection with the Business that remain unpaid and are not delinquent as of the Closing Date and that either are reflected on the Interim Balance Sheet and all current liabilities incurred after the Balance Sheet Date or arose in the ordinary course of business, to business consistent with past practice since the extent not satisfied prior to the Effective TimeInterim Balance Sheet Date; (b) all Liabilities arising under in respect of the Purchased Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing; (c) any those 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 CapitalKecy set forth on Schedule 2.04(c); (d) all Liabilities arising under warranty obligations or arising under applicable product liability, All 2014 Michigan personal injury or tort Laws relating to any products manufactured or sold in property taxes and assessments due and payable on the Business prior toAssets shall be prorated between Kecy and Buyer as of the Closing Date as follows: Kecy shall pay the pre-Closing portion of the 2014 Michigan personal property taxes and assessments due and payable on the Business Assets, 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 Liabilitieswhich portion shall be determined by a fraction, the “Product Liabilities”);numerator of which shall be the number of days in 2014 through the Closing and denominator of which shall be 365; and Buyer shall pay the post-Closing portion of the 2014 Michigan personal property taxes and assessments due and payable on the Business Assets, which portion shall be determined by a fraction, the numerator of which shall be the number of days remaining in 2014 subsequent to the Closing and denominator of which shall be 365. Such 2014 Michigan personal property taxes and assessments shall be computed on the basis of Kecy’s 2014 Form L-4175, which was filed with City of H▇▇▇▇▇, Michigan Assessor. There shall be no further prorations of personal property tax; and (e) all Environmental Liabilities arising at or prior to All real estate taxes and installments of assessments due and payable after the Effective Time in connection with or relating to Closing Date on the Business as currently or formerly conducted, the Purchased Assets, the Hudson Real Property or any other located in Michigan shall be prorated between M▇▇▇▇▇ and Buyer as of the Closing Date as follows: M▇▇▇▇▇ shall pay all of the prior year’s real or personal property currently ownedestate taxes and assessments, leased or operated in connection and the current year’s real estate taxes and assessments shall be prorated between M▇▇▇▇▇ and Buyer with the Business or current year’s real estate taxes and assessments treated as though they are paid in advance based on a calendar year. Such real estate taxes and assessments shall be computed on the Purchased Assetsbasis of the last available tax rate and valuation as shown on the tax duplicate. If necessary, including all Environmental Liabilities arising out M▇▇▇▇▇ and Buyer shall, post-Closing, prorate taxes and assessments on the basis of or relating a reasonable estimate and shall enter into an agreement at Closing to any building materials (including asbestos, asbestosre-containing materials compute and lead-based paint) adjust the proration between them after Closing when the actual amount of taxes and PCBs, except assessments for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseprorated period is established.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreementset forth herein, the Parties agree▇▇▇▇▇▇▇▇▇ agrees, effective at the Effective TimeInitial Closing and after the Initial Closing Date, Buyer shall assume or to cause its Subsidiaries to assume all assume, pay, perform and discharge the following specified Liabilities of Seller or any of (collectively, the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “"Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities"): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred Liabilities arising after the Balance Sheet Date in Initial Closing out of events or circumstances occurring after the ordinary course of businessInitial Closing, to the extent not satisfied prior arising out of or relating to (i) the Effective TimePurchased Assets (other than the Assumed Contracts or Shared Contracts) or (ii) the use, ownership, operation of the Purchased Assets (other than the Assumed Contracts or Shared Contracts) after the Initial Closing Date; (b) 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 Purchased 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) any all Shared Contract Liabilities for Pre-Closing Non-Income Taxes relating allocated to the Purchased Assets, Purchaser in each case, to the extent included in the calculation of Final Closing Net Working Capitalaccordance with Section 2.11; (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”)Replacement Contracts; (e) all Environmental Liabilities and obligations arising at on or prior to after the Effective Time in connection with applicable Start Date from or relating to the Business as currently employment or formerly conductedengagement, or termination of employment or engagement, of any Transferred Workers by Purchaser or its Affiliates and all other Liabilities required to be performed after the Purchased Assets, Initial Closing by Purchaser with respect to 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 Transferred Workers pursuant to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”Section 6.12(h); (f) all Liabilities arising out of for fees, 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 act, omission or circumstance occurring at any time after period following the Effective TimeInitial Closing Date; (g) all Liabilities relating and obligations arising on or after the Lease Assignment Closing to Purchased Subsidiary Employees, other than any such 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 expressly retained by Seller pursuant under the Facility Lease attributable to Article VIIthe period after the Lease Assignment Closing; (h) all Liabilities relating for Purchaser's share of Transfer Taxes pursuant to the International PlansSection 2.8(a) and any Taxes allocated to Purchaser pursuant to Section 2.8(b); and (i) any all Liabilities with respect and obligations arising prior to the Business Employees and Initial Closing from or relating to the Employee Plans expressly assumed by Buyer Purchased Assets to the extent set forth in Article VIISchedule 2.4. Buyer’s obligations For the avoidance of doubt, Purchaser shall also be responsible for the full satisfaction of its Liabilities 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseSublease Agreement.

Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this AgreementAgreement (including Section 2.01(d)), the Parties agreeAcquiror hereby agrees, effective at as of the Effective TimeClosing or the Lorillard Transfer Closing, Buyer shall assume or to cause its Subsidiaries as the case may be, to assume all and thereafter to pay, discharge and perform in accordance with their terms only the following Liabilities of Seller the Sellers, and no other Liabilities of the Sellers or any of the Retained Subsidiaries to the extent relating to other Person or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded any other Liabilities whatsoever (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (ai) all current liabilities set forth on Liabilities arising (A) under any of the Balance Sheet Assumed Contracts (other than the Assumed CBAs and all current liabilities incurred after the Balance Sheet Date in Assumed Contracts related to the ordinary course of businessblu Brand Business), to the extent not satisfied prior such liabilities relate to the Effective Timeoperation or conduct of the Business after the Closing Date; (bii) all Liabilities arising under the Purchased ContractsAssumed CBAs and the Assumed Contracts related to the blu Brand Business, including all Liabilities (including “earn-out” and other future payment obligations) related to the blu Brand or the blu Brand Business; (ciii) any all Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased extent arising, directly or indirectly, out of the operation or the conduct of the blu Brand Business prior to, on or after the Closing; (iv) all Liabilities (other than Excluded Liabilities) to the extent arising, directly or indirectly, out of the operation or conduct of the PR Business or the use of the Transferred Assets, in each case, to case from and after the extent included in the calculation of Final Closing Net Working CapitalClosing; (dv) 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 other than Straddle Tobacco Action 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any actAction to the extent relating to the development, omission manufacture, packaging, labeling, production, delivery, sale, resale, distribution, marketing, promotion, use or circumstance occurring at any time 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 Effective TimeClosing Date and related to one or more of the Acquired Tobacco Cigarette Brands (such Liabilities, collectively, the “Acquiror Tobacco Liabilities” and each an “Acquiror Tobacco Liability”); (gvi) all any Liability arising out of, or related to, the Transferred Employees (including Liabilities relating arising prior to Purchased Subsidiary Employees, other than the Closing) and any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities Liability relating to the International Plansemployee benefit plans, programs, arrangements and agreements and policies and any trusts or assets related thereto, in each case that is expressly assumed by the Acquiror pursuant to Exhibit D hereof; and (ivii) subject to the Agreed Assumption Terms, all Liabilities under the State Settlements in respect of the Acquired Tobacco Cigarette Brands that relate to the period after the Closing Date, including (A) any Liabilities with recalculation or redetermination of amounts due in respect of the Acquired Tobacco Cigarette Brands that relate to the Business Employees period after the Closing Date, and the Employee Plans expressly assumed by Buyer (B) all plaintiffs’ attorneys’ fees attributable to any post-Closing increases in Article VII. Buyer’s obligations under this volume of sales (determined in accordance with Section 2.04 shall not be subject to offset or reduction, whether by reason 11.08) of any actual or alleged breach of any representationthe Acquired Tobacco Cigarette Brands, warranty or covenant contained in but excluding, for the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseavoidance of doubt, Seller Plaintiff Fees (collectively, the “Assumed Plaintiff Fees”).

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, the Parties agree, effective at the Effective TimeClosing (or, Buyer in the case of the Deferred Closing Liabilities, at the applicable Deferred Closing), Purchaser or one or more Purchaser Assigns shall assume or to cause its Subsidiaries to assume all and become responsible for, and duly and properly perform, discharge and pay, when due, the following, and only the following, Liabilities of Seller or any of and the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities Other Sellers (the “Assumed Liabilities”), including with the following understanding that only those Liabilities of the Transferred Subsidiary described below in this Section 2.1(d) shall be Assumed Liabilities: (except i) all Liabilities to the extent constituting Excluded arising from the conduct, operation or ownership of the Business on or after the Agreed Time (“Post-Agreed Time Arising Liabilities): ”), including (aA) all current liabilities set forth on such Post-Agreed Time Arising Liabilities with respect to the Balance Sheet ownership, exploitation and operation of the Transferred Assets, (B) all current liabilities incurred after such Post-Agreed Time Arising Liabilities related to Actions or claims brought against the Balance Sheet Date in the ordinary course of businessBusiness, (C) all such Post-Agreed Time Arising Liabilities under any products liability Laws or similar Laws concerning defective products, and (D) all such Post-Agreed Time Arising Liabilities under any other applicable Laws, but excluding Liabilities to the extent not satisfied arising from any act or omission of any of the Seller Parties or any of their respective Affiliates occurring prior to the Effective Agreed Time; (bii) all Liabilities of any kind of Seller Party or any Other Seller arising out of or under the Purchased Contractsterms of the Assigned Contracts or the Shared Contracts (including Warranty Repair Obligations and Deferred Revenue Obligations), but excluding any Liabilities to the extent resulting from any breach or default thereof by any Seller Party occurring prior to the Agreed Time; (ciii) all Liabilities with respect to all maintenance fees and prosecution costs with the U.S. Patent and Trademark Office and any foreign patent offices related to the Transferred Patents associated with the ownership or exploitation by or through Purchaser of the Transferred Patents, or otherwise arising by or through Purchaser, on or after the Agreed Time; (iv) the Permitted Patent Encumbrances (but not the Contracts creating any of the Permitted Patent Encumbrances) to the extent they constitute Liabilities for Preand obligations; (v) all non-Closing Nonmonetary Liabilities that a “Kodak Divested Business” or an “Acquirer” thereof (as such terms are defined in the Retained Patents License Agreements) are required to assume in accordance with the terms of the Retained Patents License Agreements; (vi) solely in respect of the Transferred Patents, Patent Settlements; (vii) all non-Income Taxes monetary Liabilities arising on or after the Agreed Time under any licenses of Intellectual Property and licensing assurances, declarations, agreements or undertakings relating to the Purchased AssetsTransferred Trademarks or Transferred Seller Software which Seller or any Other Seller may have granted or committed to Third Parties, in each case, but excluding to the extent included in resulting from Liabilities resulting from any breach or default of such licenses, licensing assurances, declarations, agreements or undertakings by any of the calculation of Final Closing Net Working CapitalSeller Parties occurring on, prior to or after the Agreed Time; (dviii) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating transferred to any products manufactured or sold and assumed by Purchaser and its Affiliates to the extent expressly set out in the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(d) Article VII (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”Employment Matters); (eix) all Environmental Liabilities arising at or prior to for the Effective Time Selected Compensation Payments as expressly set out 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 any building materials Article VII (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”Employment Matters); (fx) all Liabilities arising out for Taxes that are the responsibility of or in connection with any act, omission or circumstance occurring at any time after the Effective TimePurchaser under Article VI (Tax Matters); (gxi) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VIICurrent Liabilities; (hxii) all Liabilities relating to the International PlansBusiness that relate to or arise from or in connection with any Permitted Encumbrance, but excluding Liabilities to the extent resulting from or increased as a result of any breach or default under any obligation giving rise to such Permitted Encumbrance by any of the Seller Parties prior to the Agreed Time; (xiii) all Liabilities relating to any Environmental Law with respect to any Transferred Real Property, the Harrow Facility or Real Property Leases (other than Excluded Environmental Liabilities); (xiv) all Liabilities with respect to 503(b)(9) Claims in connection with any 365 Debtor Contract that is not an Assigned 365 Debtor Contract; and (ixv) any all other Liabilities with respect to listed on Section 2.1(d)(xv) of the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseSeller Disclosure Schedule.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, on the Parties agree, effective Closing Date and at the Effective TimeClosing, Buyer Purchasers shall (x) assume and hereby agree to (or, in the case of Assumed Liabilities that are Liabilities of the Purchased Entities, shall cause the Purchased Entities to) pay, satisfy, discharge and perform all of the Liabilities of Seller and its Affiliates solely to the extent related to or to arising out of the Purchased Assets, the Business or the Purchased Entities (or their Subsidiaries) and (y) cause its the Purchased Entities and their Subsidiaries to assume pay, satisfy, discharge and perform all of their respective Liabilities, in each case of the foregoing clauses (x) and (y), other than the Liabilities identified as Retained Liabilities in clauses ‎(a) through (r) of ‎Section 2.7 (the “Assumed Liabilities”), in each case, whether accruing or arising prior to, on or after Closing, including the following: (a) Any and all Liabilities solely to the extent relating to or arising out of the Specified Business Contracts or the Specified Other Contracts and any and all Liabilities solely to the extent relating to or arising out of the Transferred Leases; (b) Any and all Liabilities relating in any way to the environment or natural resources, human health and safety or Hazardous Materials solely to the extent arising out of or relating to in any way any past, current or future businesses, operations, products or properties of or associated with the Purchased Assets, the Assumed Liabilities or the Business, and for the avoidance of doubt, excluding the Retained Group Environmental Liabilities; (c) Any and all Liabilities solely to the extent arising from or relating to lawsuits or other claims, regardless of when commenced or made and irrespective of the legal theory asserted, with respect to the design, manufacture, testing, advertising, marketing, distribution or sale of the products and services of the Business, whether prior to or after the Closing, including all such Liabilities solely to the extent arising from or relating to (i) warranty obligations, (ii) infringement, dilution, misappropriation or other violation of any rights in respect of the conduct of the Business or of any Transferred Intellectual Property, (iii) alleged or actual hazard or defect in design, manufacture, materials or workmanship, including any failure to warn or alleged or actual breach of express or implied warranty or representation or (iv) the return after the Closing of any Products sold prior to, on or after the Closing Date; (d) Any and all Liabilities with respect to any return, repair, warranty or similar Liabilities solely to the extent relating to Products or services of the Business that were designed, planned, managed, constructed, supervised, manufactured or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; (e) Any and all Liabilities for Taxes (i) in each case solely to the extent imposed on or with respect to, relating to, constituting or arising out of the Purchased Assets, the Assumed Liabilities, the Business or the Purchased Entities or any of their Subsidiaries other than Excluded Business Taxes, (ii) for which Purchasers are otherwise responsible pursuant to Section 7.5, or (iii) for which the Purchased Entities or any of their Subsidiaries would be required to make a payment pursuant to Section 7.4; (f) Any and all Liabilities solely to the extent relating to or arising out of the ownership, use or conduct of, or associated with the realization of the benefits of, the Business, the Purchased Assets or the Purchased Entities (or their Subsidiaries), whether accruing or arising before, on or after the Closing Date, including any and all Liabilities in respect of any Proceedings solely to the extent related thereto, other than the Liabilities identified as Retained Liabilities in clauses (a) through (r) of Section 2.7; (g) Any and all Liabilities in respect of or relating to Business Employees, other than those expressly retained by Seller pursuant to Article VI or included as Retained Liabilities; (h) Any and all Liabilities of Seller the Purchased Entities or any their Subsidiaries (including the Indebtedness set forth on Section 2.6(h) of the Retained Subsidiaries Seller Disclosure Schedules (such Indebtedness described in this parenthetical, the “Purchased Entity Assumed Indebtedness”)) of the Purchased Entities or their Subsidiaries; (i) Any and all Liabilities solely to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Entity Benefit Plans and any other Liabilities (the “Assumed Liabilities”), including the following (except assumed by Purchasers pursuant to the extent constituting Excluded Liabilities): (a) all 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 TimeArticle VI; (bj) all Liabilities arising under for which Purchasers or their Affiliates (including, from and after the Closing only, the Purchased ContractsEntities) expressly have responsibility pursuant to this Agreement (including pursuant to Section 5.9) or any other Transaction Document; (ck) any All 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 CapitalIndebtedness as defined in clauses (a) through (n) of the definition thereof; (dl) all All accounts payable and other Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold the extent included in the Business prior to, at or after calculation of 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International PlansClosing Working Capital; and (im) All other Liabilities identified on Section 2.6(m) of the Seller Disclosure Schedules. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses ‎(a) through ‎(m) in this ‎Section 2.6; such fact does not imply that (A) such Liability shall be transferred more than once or (B) any duplication of such Liability is required. Notwithstanding the foregoing, the foregoing clauses ‎(a) through ‎(m) shall not include any Liabilities with respect set forth in ‎Section 2.7(b) or any Liabilities related to the Purchased Assets or the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject that are separately allocated pursuant 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 agreement or document delivered in connection therewith transaction between Seller or any right of its Affiliates, on the one hand, and Purchasers or any of their Affiliates, on the other hand, including any other Transaction Document or commercial or other agreements whether or not related to indemnification hereunder or otherwisethis Agreement.

Assumed Liabilities. Upon At the Closing, subject to the terms and subject to the conditions of this Agreement, the Parties agreeincluding without limitation, effective at the Effective TimeSection 9 of this Agreement, Sellers shall assign, and Buyer shall assume or and agree to cause its Subsidiaries to assume pay, perform and discharge (x) all of the Claims against and Liabilities of Seller or any of Sellers with respect to the Retained Subsidiaries Business only to the extent relating to or arising out of or relating to the Purchased Assets or period from and after the Closing, and (y) subject to Section 6(e), all of the Claims against and Liabilities of the Companies with respect to the Business and with respect to the Company Sites (whether arising or occurring prior to, on or after the Closing), including, but not limited to, the following Claims against and Liabilities of whatever natureSellers to the extent arising out of or relating to the period from and after the Closing and the following Claims against and Liabilities of the Companies whether arising or occurring prior to, whether presently in existence on or arising hereafterafter the Closing (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):in any way associated with or related to: (aA) all current liabilities set forth All Claims and Liabilities, including Asbestos Claims, arising out of any allegations of injury, illness, exposure to Hazardous Substances or workers compensation Claims for Seller Employees, former Seller Employees, contractors of any Seller, visitors to any Seller Site or any other people with respect to any Seller Site, based on the Balance Sheet and all current liabilities incurred conditions allegedly existing or exposure allegedly occurring exclusively after the Balance Sheet Date in the ordinary course of businessClosing; provided, to the extent not satisfied prior to the Effective Time; (b) all however, that responsibility for any Claims or Liabilities arising under the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsbased, in each case, on conditions allegedly existing or exposure allegedly occurring in part on or prior to Closing and in part after Closing shall be allocated between Sellers and Buyer in relative proportion to the number of months said conditions or exposure allegedly occurred on or prior to Closing (which shall be allocated to Sellers) and the number of months said conditions or exposure allegedly occurred after Closing (which shall be allocated to Buyer); furthermore, the procedure for the conduct of all Claims and Liabilities described in this paragraph, including cooperation between Buyer and Sellers, shall be governed by the Joint Defense Agreement. The determination of when conditions allegedly existed or exposure allegedly occurred for purposes of allocating liability under this paragraph shall be based on the allegations of the claimant’s complaint or, if no lawsuit has yet been filed, the allegations of claimant’s settlement brochure, in which case the liability allocation will be re-determined if and when a lawsuit is filed based on the allegations of the complaint. Absent allegations in the claimant’s complaint or settlement brochure as to when conditions allegedly existed or exposure allegedly occurred, Buyer and Sellers agree to use records relating to the claimant’s employment on the premises of the subject plant, or if no such records exist for the claimant, then until the seventh anniversary of the Closing Date, liability shall be allocated 0% to Buyer and 100% to Sellers until an exposure period can be determined through discovery, at which time liability will be reallocated between Buyer and Sellers according to exposure as described above. After the seventh anniversary of the Closing Date, liability shall be allocated 100% to Buyer and 0% to Sellers until an exposure period can be determined through discovery at which time liability will be reallocated according to exposure as described above. If an exposure period cannot be determined through discovery, then liability shall be allocated between Buyer and Sellers based on the year the claimant first gave notice of his or her claim to either Buyer or Sellers, with Sellers bearing 100% of the liability for claims for which notice is first received prior to the seventh anniversary of the Closing Date, and Buyer bearing 100% of the liability for claims for which notice is first received on or after the seventh anniversary of the Closing Date. (B) Any pension liabilities (except as provided on Schedule 6(b)) and any inventorship remuneration according to the German law “Arbeitnehmererfindergesetz” for any Seller Employees and former Seller Employees, who are entitled to receive such remunerations, arising after the Closing Date; (C) The Purchased Assets and the business conducted with the Purchased Assets; (D) Products made, used or sold by Sellers from the Facilities, whether based on breach of warranty or in negligence, strict liability, tort or otherwise, including obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other Claims; (E) Rebates or other amounts payable to any customer by Sellers, any of Sellers’ Affiliates or the Companies relating to Products sold by Sellers from the Facilities which were ordered prior to the Closing Date for delivery after the Closing Date, but only to the extent such Liability is included in the calculation of Final Closing Net Working Capital; (dF) all Liabilities arising under warranty obligations The operation and use of the Facilities or arising under applicable product liabilitythe manufacture, personal injury or tort Laws marketing and sale of the Products as and to the extent relating to any products manufactured Transferred Intellectual Property or sold in the Business prior to, at or after the Effective Time, except Transferred Technology; (G) Taxes of Sellers for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”which Buyer is liable pursuant to Section 6(e)(v); (eH) all Environmental Liabilities arising at Purchase orders issued in the Ordinary Course of Business for any goods, materials or prior services for the facility or production of Products; (I) Obligations to the Effective Time be performed by any Seller or any Affiliate of any Seller under each Contract included 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (fJ) all Liabilities arising out The Acquired Share Interests and the Ancillary Shares, including any obligations to be performed by any Seller or any Affiliate of any Seller under any Contract (including any guaranty) relating to or in connection with binding upon any act, omission Acquired Share Interest or circumstance occurring at any time after the Effective Timeholder thereof; (gK) 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 International PlansEuropean or national state aid; and (iL) any Liabilities Obligations of German Seller under the shareholders agreement, indemnification agreement, subordination deed and related agreements entered into by German Seller with respect to European Pipeline (including the Business Employees obligation to provide letters of credit and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reductioncomfort), whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseas more particularly described on Schedule 3(d).

Assumed Liabilities. Upon Buyer is not assuming or agreeing to pay or perform any debts, liabilities, accounts payable, billings in excess of costs, ▇▇▇▇▇▇d expenses, contracts, commitments or obligations of Company, regardless of whether such debt, liability, contract, commitment or obligation accrued prior to, on, or after the terms Closing if it was incurred prior to closing and subject to regardless of when the conditions of this Agreementliability becomes known and accrued, the Parties agreeincluding without limitation any liabilities, effective at the Effective Timeclaims, Buyer shall assume Liens or to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent indebtedness relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, failure to the extent not satisfied prior to the Effective Time; pay or perform any obligation owed; (b) all Liabilities arising under the Purchased Contracts; federal, state, or local tax claims or liabilities; (c) hiring, employment, contractual relationships with or termination of Staff, including without limitation any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsobligation or liability of Company in respect of accrued salaries, in each caseaccrued profit sharing or severance pay, to the extent included in the calculation of Final Closing Net Working Capital; or any obligation or unfunded liability arising from any pension or other employee benefit plan; (d) all Liabilities arising under warranty obligations or arising under applicable product liabilityliabilities to customers, 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”); suppliers; (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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); environmental liabilities; (f) all Liabilities health and safety liabilities; (g) accounts payable, accrued expenses, or obligations under assumed contracts other than Assumed Accounts Payable; or (h) any other debt, liability, contract, commitment or obligation arising out of or in connection any manner incident, relating or attributable to any fact, circumstance, event or occurrence relating to any period prior to Closing, including without limitation the operation and management of the Purchased Business prior to Closing (all of the foregoing, individually and collectively, herein referred to as "Company Liabilities"). Seller shall fully pay, perform and discharge all Company Liabilities when and as due in accordance with any acttheir respective terms. All Company Liabilities shall be set forth on Schedule 1.03, omission or circumstance occurring at any as may be updated from time to time in accordance with this Agreement. However, for purposes of absolute clarity, all debts, liabilities, commitments and obligations incurred after the Effective TimeClosing related to a period of time post-Closing shall be the responsibility of Buyer; (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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Upon the terms and subject to the conditions of set forth in this Agreement, as of the Parties agree, effective at the Effective TimeClosing Date, Buyer shall assume or agrees to cause its Subsidiaries to assume all Liabilities of Seller or any assume, satisfy, perform, pay, discharge and be solely responsible for, except as may be set forth on the Detailed Balance Sheet, each of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded following Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth Liabilities of the type designated on the Detailed 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 Timeas being assumed by Buyer; (b) all Liabilities relating to, or arising under in respect of, (i) the Purchased ContractsAssets accruing, arising out of, or relating to events, occurrences, acts or omissions happening from and after the Closing Date and (ii) all Assumed Contracts which were not fully performed and were not required to have been so performed, prior to the Closing Date; (c) any all Liabilities for Pre-Closing Non-Income Taxes of Seller with respect to entertainment, hotel, dining and other reservations made by patrons relating to the Purchased Assets, in each case, to Property from and after the extent included in the calculation of Final Closing Net Working CapitalClosing; (d) except as provided for in Section 7.9, all Liabilities for Taxes arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating from and attributable to the ownership of any products manufactured or sold in portion of the Business prior to, at or Property from and 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”)Closing Date; (ei) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to Transferred Employees of Seller accruing from and after 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 Closing Date and (ii) all Environmental obligations and Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paintseverance provided for in Section 7.4(c) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)hereof; (f) all Liabilities arising out of Liabilities, including for claims, pending or in connection with any actthreatened litigation, omission acts, omissions, events or circumstance occurring at any time occurrences relating to the Property, which occur or arise on or after the Effective TimeClosing Date; (g) all Liabilities Liabilities, including without limitation Environmental Liabilities, under Environmental Laws relating to, resulting from, caused by or arising out of ownership, operation or control of the Property, whether arising before or after the Closing Date, including without limitation any Liability or relating to Purchased Subsidiary Employeescontamination or exposure to Hazardous Substances at or attributable to the Property; provided, other than however, that Seller shall retain liability for any such Liabilities expressly retained arising before the Closing Date of which Seller has knowledge as of the Closing Date (by Seller pursuant to Article VII; (h) virtue of such Liabilities being disclosed in the Phase I Environmental Assessment or otherwise), including without limitation all Liabilities relating to the International Plans; and (i) any Environmental Liabilities with respect to the Business Employees Contamination at the UST site referred to in Section 7.18 hereof; and (h) to the extent lawfully transferable, all obligations, commitments and the Employee Plans expressly assumed by Liabilities under any Seller Permits assigned to Buyer in Article VII. Buyer’s obligations under this pursuant to 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise1.1(h) hereof.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Seller shall (or shall cause its applicable Subsidiaries to) assign to Buyer and Buyer shall assume from Seller or to cause its Subsidiaries and agree to assume all pay and discharge when due, the following Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature(collectively, whether presently in existence or arising hereafter, except for but excluding the Excluded Liabilities (Liabilities, the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all 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 relating to the time from and after the Closing; (b) the Cure Costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Purchased Contracts, as finally determined by the Bankruptcy Court, in an aggregate amount of up to $41,000,000 USD (forty one million U.S. Dollars) but not exceeding $41,000,000 USD (forty one million U.S. Dollars) (the “Cure Cost Cap”); provided that, for the avoidance of doubt, the Seller shall be responsible for the payment, on or prior to the Closing Date, of any Cure Costs exceeding the Cure Cost Cap, and any such amounts shall be deemed to be “Excluded Liabilities” hereunder; (c) any all Liabilities for Pre-Closing Non-Income Taxes relating to arising from the ownership of the Purchased AssetsAssets or the conduct or operation of the Product Business, in each case, case only to the extent included in such Liabilities relate to the calculation of Final Closing Net Working Capitalperiod on or after the Closing; (d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws for Taxes relating to any products manufactured the Purchased Assets or sold in operation of the Product Business prior to, at for all taxable periods (or portions thereof) beginning on 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”)Closing Date; (e) all Environmental Liabilities arising at or prior to the Effective Time for Transfer Taxes 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)this Agreement; (f) all Liabilities arising out of from any infringement claim or in connection with Litigation to the extent brought against the Purchased Assets by any actthird party, omission including any Governmental Authority and related to events occurring on or circumstance occurring at any time after the Effective Time;Closing; and (g) all Liabilities relating to Purchased Subsidiary Employeessuch Liabilities, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans if any, expressly assumed by Buyer in Article VII. Buyer’s obligations under this pursuant to 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise5.1.3.

Assumed Liabilities. Upon On the terms and subject to the conditions of this Agreementset forth herein, on the Parties agree, effective at the Effective Timedate hereof, Buyer shall assume will assume, and discharge or perform when due, all debts, liabilities and obligations that arise out of or are related to cause its Subsidiaries to assume all Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever naturefollowing (collectively, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including ): (i) the following (except obligations and liabilities related to the extent constituting Excluded Liabilities): Contracts, that arise on or after November 1, 2008 (athe “Effective Date”); (ii) all the Permitted Encumbrances, (iii) the current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, Seller with respect 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 operation 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 that are set forth on Schedule 2.04(d) 1.03(iii); (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”); (eiv) all Environmental Liabilities arising at or prior unpaid personal property taxes, if any, that are not overdue attributable to the Effective Time in connection with or relating to the Business as currently or formerly conducted, the Purchased Assets, the Real Property or Assets for 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 any building materials (including asbestos, asbestos-containing materials period beginning on and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; Date; (gv) 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 of Seller’s obligations under the International Plans; and (i) any Liabilities Worker Adjustment and Retraining Notification Act with respect to the operation of the Business as a result of (A) the acts of Buyer on or after the Closing, or (B) Buyer’s breach of its covenants with respect to Employees under Section 7.08; (vi) all amounts due to but that have not been paid to the customers of the Business; (vi) any other obligations and liabilities identified in Schedule 1.03(vi); (vii) (A) the Employee Plans expressly assumed cost of goods sold of the Business and direct costs such as hall and vend fees, road expenses, art and design expenses, credit card fees, freight and trucking expenses and marketing and promotion expenses related to the touring activities of East-West Touring, Inc. (the “Dylan Tour”) for the period beginning October 22, 2008 through the Effective Date, (B) the cost of goods sold arising out of the operation of the Business for the period beginning on the Effective Date and ending on the Closing Date and (C) 50% of the payroll expenses and all operating expenses as design costs, postage and delivery expenses, supply expenses, travel expenses, temporary labor expenses, telephone expenses, for the period beginning on the Effective Date and ending on the Closing Date (the debits, liabilities and obligations referred to in this Section 1.03(vii) being collectively referred to herein as the “Post-Effective Liabilities”), which Post-Effective Liabilities will be paid for by Buyer to Seller in Article VII. Buyer’s obligations under this accordance with Section 2.04 shall not be subject to offset 2.08 below; and (viii) the operations of the Business on and after the Closing Date, and assumes no other liabilities of Seller 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseits affiliates.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, the Parties agree, effective at the Effective TimeClosing, Buyer Purchaser shall assume and hereby agrees to promptly pay, discharge or perform in full all of the Liabilities of Seller and its Affiliates related to cause its Subsidiaries to assume or arising out of the Purchased Assets or the Business, in each case, other than the Retained Liabilities (the “Assumed Liabilities” XE "Assumed Liabilities” \t “2.6” ), in each case, whether accruing prior to, on or after the Closing, including the following: (a) Any and all Liabilities relating to or arising out of the Specified Business Contracts (and if not related exclusively to the Business, then only to the extent those Liabilities relate to the Business); (b) Any and all Liabilities relating to or arising out of the Transferred Leases; (c) Any and all deferred revenue and customer deposits of the Business, including any and all deferred revenue and customer deposits arising from or relating to the Specified Business Contracts (and if not related exclusively to the Business, then only to the extent relating to the Business) to the extent such deferred revenue and customer deposits are included in the determination of Closing Working Capital; (d) Any and all Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets or the Assumed Liabilities or exclusively arising out of or relating to the Business, other than Excluded Business Taxes; (i) Any and all Liabilities (A) exclusively relating to or arising out of the Business (including any past, current or future facilities, properties, operations, applications, products, services or solutions thereof) or (B) relating to or arising out of the Purchased Assets, in each case of clause (A) and (B) whether accruing before, on or after the Closing Date, and (ii) any and all Liabilities relating to or arising out of the ownership or operation of the Business from and after the Closing; (i) Any and all Liabilities relating to, arising out of or in respect of (A) any Transferred Business Employee that is an Offer Employee to the extent arising on or following the Closing (other than Liabilities relating to, arising out of, or in respect of a Benefit Plan that is not an Assumed Employment Agreement), (B) any Transferred Business Employee that is an Automatic Transfer Employee, to the extent arising on or following the Closing, subject to Section 5.6(o), including the benefit liability arising on or following the Closing with respect to the Benefit Plans set forth in Section 2.6(f) of the Seller’s Disclosure Schedules, (C) Accrued Leave and Gratuity Liabilities that become due and payable following the Closing, (D) the Assumed Employment Agreements to the extent arising on or following the Closing and (E) the Retention Bonuses; and (ii) any other Liabilities assumed by Purchaser pursuant to Section 5.6; (g) Any and all Liabilities with respect to any return, refund, repair, warranty, product liability claim or similar Liabilities (i) relating to or arising out of the Purchased Assets, (ii) exclusively relating to applications, products, services and solutions of the Business (whether or not designed, created or sold on, prior to or after the Closing Date) or (iii) relating to or arising out of applications, products, services and solutions of the Business to the extent designed, created or sold after the Closing Date; (h) Any and all trade payables (whether current or non-current) and other accounts payable (other than to Seller or any of its Subsidiaries) of the Retained Subsidiaries Business as of the Effective Time in each applicable jurisdiction to the extent such trade payables are included in the determination of Closing Working Capital; (i) Any and all Indebtedness to the extent related to or arising out of (i) the Purchased Assets or the Business at or after the Closing; (j) Any and all Liabilities in respect of any Proceeding to the extent relating to or arising out of the Business or to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except (for the Excluded Liabilities (avoidance of doubt, if not related exclusively to the “Assumed Liabilities”)Business, including the following (except then only to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, those Liabilities relate 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”Business); (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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (ik) any All other Liabilities with respect to identified on Section 2.6(k) of the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseSeller Disclosure Schedules.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, the Parties agreeBuyer agrees, effective at the Effective Timetime of the Closing, Buyer shall assume or to cause its Subsidiaries to assume all Liabilities debts, obligations, contracts and liabilities of Seller or any of the Retained Subsidiaries to the extent of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the Purchased Assets or the Business conduct of whatever nature, whether presently in existence or arising hereafterthe Pahrump Casinos Business, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities):following: (a) all current Working Capital liabilities set forth on as of the Balance Sheet and all current liabilities incurred after Closing Date as reflected in calculation of the Balance Sheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective TimeFinal Working Capital Amount; (b) all Liabilities liabilities and obligations of Seller or any of the Retained Subsidiaries arising under the Purchased ContractsContracts listed on Schedule 2.02(e); (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 Capitalall Environmental Liabilities; (d) all Liabilities arising under warranty liabilities, obligations and commitments assumed by Buyer or arising under applicable product liability, personal injury or tort Laws relating for which Buyer is otherwise responsible pursuant 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”);Article 8; and (e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or liabilities, obligations and commitments relating to the Business as currently Transferred Employees’ employment with Buyer or formerly conductedits Subsidiaries during the period after the Closing Date or, if later, 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”);date such individual becomes a Transferred Employee; and (f) all Liabilities arising out of or in connection with any actliabilities, 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 obligations and commitments relating to the International Assumed Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise. Anything in this Agreement to the contrary notwithstanding, under no circumstances shall Buyer assume any liabilities (including Environmental Liabilities) relating to or arising in connection with the operation by Seller or ▇▇▇▇▇▇ (or any of their successors or assigns, or any of their respective Affiliates) of any business (other than the Business), gas station or convenience store located at or around Terrible’s Town Pahrump or Terrible’s Lakeside Nevada.

Assumed Liabilities. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, the Parties agree, effective at the Effective Time, Buyer Purchaser shall assume or and agree to cause its Subsidiaries to assume pay, perform and discharge when due any and all Liabilities liabilities and obligations of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of or relating to the Business or the Purchased Assets on or after the Business of whatever natureClosing, whether presently in existence or arising hereafter, except for other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including including, without limitation, the following (except to the extent constituting Excluded Liabilities):following. (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, obligations arising under or relating to the extent not satisfied prior to the Effective TimeAssumed Contracts; (b) all Liabilities arising Purchaser agrees to pay 100% of the lease payments for the Mount Kisco Lease up to termination for any reason but in no case later than December 31, 2018 (and no lease payments thereafter) with respect to the Assigned Leases. If Purchaser occupies the premises at Mount Kisco after December 31, 2018, however, then Purchaser and Seller shall each be required to pay 50% of the lease payments through the end of the lease date of February 2020, or when the landlord retakes possession, whichever comes first. Purchaser shall not be required to pay any other lease payment under the Purchased Contracts;Assigned Leases. (c) any Liabilities for Pre-Closing Non-Income Taxes all liabilities and obligations of Purchaser or its Affiliates relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee arising on or after the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working CapitalClosing; (d) all Liabilities arising under warranty liabilities and 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(i) (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 Taxes relating to the Business as currently or formerly conductedBusiness, the Purchased Assets, the Real Property or any other real or personal property currently owned, leased or operated in connection with the Business Acquired Assets or the Purchased Assets, including all Environmental Assumed Liabilities arising out of or relating to for any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time taxable period ending after the Effective Time; Closing Date and (gii) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller Taxes for which Purchaser is liable pursuant to Article VII; (he) all Liabilities other liabilities and obligations arising out of or relating to the International Plans; and (i) any Liabilities with respect to Purchaser's ownership or operation of the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset Acquired Assets on or reductionafter August 1, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.2018

Assumed Liabilities. Upon As of the terms Closing, Buyer hereby agrees to assume, satisfy or perform when due only those liabilities and subject obligations of Seller relating to operation of the conditions of this Agreement, Centers as set forth on Schedule 3.1 hereto (the Parties agree, effective at "Assumed Liabilities"). Other than the Effective TimeAssumed Liabilities, Buyer shall assume not assume, nor shall APP, Buyer or any of their respective Affiliates be deemed to cause its Subsidiaries have assumed, guaranteed, agreed to assume all Liabilities 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 Centers), 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 APP, Buyer nor any of their respective Affiliates shall have any liability or obligation with respect to or arising out of: (a) acts or omissions of Seller or any of the Retained Subsidiaries its Affiliates whether prior or subsequent to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureClosing Date, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date not in the ordinary course of business, ; (b) liabilities or obligations relating to or secured by any portion of or act of either the extent not satisfied Purchased Assets or the Centers prior to the Effective Time; (b) all Liabilities arising under the Purchased Contracts; Closing; (c) employee related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsperson in connection with his or her employment by, in each caseor termination of employment with, to the extent included in the calculation of Final Closing Net Working Capital; Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller); (d) all Liabilities liabilities or obligations of Seller, including those for attorneys' fees, arising under warranty obligations out of any litigation or other proceeding pending as of the Closing Date in connection with the Centers or any claim, whether or not asserted and whether or not liquidated or contingent, with respect to the Centers arising under applicable product liabilityfrom acts or the failure to take any action by Seller or any of its Affiliates prior to the Closing Date; (e) liabilities for any income or other tax, personal injury whether disputed or tort Laws relating not, attributable to Seller and/or the Centers for any products manufactured period or sold in transaction through the Business prior to, at or after the Effective Time, Closing; (f) except for those Liabilities as set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities3.1, the “Product Liabilities”); (e) all Environmental Liabilities arising at or trade payables which arise 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; Closing; (g) all Liabilities relating claims by any third party payor (including Medicare or Medi-Cal) or patient with respect to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant matter or billing occurring prior to Article VII; the Closing; and (h) any other liability or obligation of Seller. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. The Seller shall supply confirmation that all Liabilities relating past and current employment taxes through the Closing have been remitted to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer appropriate agencies in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisea timely manner.

Assumed Liabilities. Upon In further consideration for the terms sale of the Assets at the Closing, Buyer will assume and subject agree to pay, perform and discharge when due, all liabilities and obligations, of every kind or nature, arising out of or relating to: (a) Seller's ownership of the Assets and Seller's conduct or operation of the Business, on and prior to the conditions of this AgreementClosing Date, other than the Parties agreeRetained Liabilities; (b) the Buyer's IDRB Obligations, effective at including the Effective Time, Buyer shall assume Assumed IDRB Indebtedness; (c) Buyer's ownership or to cause its Subsidiaries to assume all Liabilities of Seller or any use of the Retained Subsidiaries to Assets and the extent 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 out of from the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities following: (the “Assumed Liabilities”), including the following i) Transferred Employees (except to the extent constituting Excluded Liabilities):otherwise provided in Article X and except for any continuing obligations for any workers compensation claims where the basis of the claim occurred on or before the Closing Date), including any termination of any Transferred Employee for any reason (including constructive dismissal) and Buyer's hiring practices or decisions; (aii) all current Performance of the Contracts included among the Assets (except that Buyer shall not assume any liabilities set forth or obligations for any breach or default by, or payment obligations of, Seller under any such Contract occurring or arising or accruing 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 or 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”Date); (eiii) all Environmental Liabilities arising at or prior Customer advances, customer deposits and construction advances, unperformed service obligations, Easement relocation obligations, and engineering and construction required to the Effective Time complete scheduled construction, construction work in connection with or progress, and other capital expenditure projects, in each case relating to the Business as currently and outstanding on or formerly conducted, arising after 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 Closing Date; (iv) Future Regulatory Obligations; (v) Assumed Environmental Liabilities Liabilities; (vi) Transaction Taxes arising out of or relating the sale of the Assets to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)Buyer hereunder; (fvii) all Liabilities Proceedings based on conduct, actions, facts, circumstances or conditions arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; (g) all Liabilities relating Closing Date, Proceedings in respect of Future Regulatory Obligations regardless of when filed, and Proceedings arising from or related to Purchased Subsidiary Employees, any other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International PlansAssumed Liability; and (iviii) any Liabilities with respect Items addressed in Section 3.1(d) to the Business Employees and the Employee Plans expressly assumed by Buyer extent resulting in Article VII. 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 a decrease in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.Purchase Price; and

Assumed Liabilities. Upon Buyer shall assume, as of the terms and subject Closing Date: (a) any obligations of Seller incurred or arising after the Closing Date with respect to any of the Leased Properties (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the Closing Date) and the leases relating to the Leased Properties set forth on Schedule 4.7; (b) the obligations of this AgreementSeller incurred or arising after the Closing Date under the Acquired Contracts or any other contract assumed by Buyer (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the Parties agreeClosing Date), effective at (c) the Effective Timeobligations arising from Buyer's conduct of the Business and ownership or use of the Acquired Assets from and after the Closing Date (excluding any liability to the extent it results from any breach of contract, Buyer shall assume breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to cause its Subsidiaries events occurring or conditions existing on or before the Closing Date); (d) Accounts Payable (to assume the extent reflected in Working Capital); (e) any and all Liabilities liabilities and obligations of Seller or any of its Affiliates which accrue from and after the Retained Subsidiaries to the extent relating Closing Date and relate to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”)concern Employees, including the following (except to the extent constituting Excluded Liabilities): (a) all 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); severance obligations; (f) any and all Liabilities arising out liabilities or obligations with respect to the Worker Adjustment and Retraining Notification Act ("WARN") or any similar state or foreign law which arises as a result of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; Buyer not hiring Employees; (g) all Liabilities ad valorem taxes relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller the Acquired Assets allocated to Buyer pursuant to Article VII; Section 2.2 below; (h) all Liabilities relating liabilities reflected on the face of Seller's balance sheet (without reference to the International Plans; and notes thereto) as of the Closing Date, which is delivered to Buyer in accordance with this Agreement and which is reflected in Working Capital, (i) its fifty percent portion of any Liabilities Transfer Taxes owing in accordance with Section 3.12, (j) any and all liabilities and obligations with respect to any employee bonuses accruing after the Business Closing Date; (k) any liabilities relating to vacation pay for the Transferred Employees as reflected on the Seller's balance sheet as of the Closing Date; and (l) any obligations to make payments arising after the Employee Plans expressly assumed by Buyer Closing Date under and in Article VII. Buyer’s accordance with the Termination Agreements, but no other obligations under this Section 2.04 shall not be subject thereunder (those obligations referred to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in clauses 2.1.4 (a) through (l) immediately above being collectively referred to as the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise"Assumed Liabilities").

Assumed Liabilities. Upon At the terms and Closing, subject to the conditions of this AgreementArticle IX, Buyers shall jointly and severally assume from Sellers, and shall agree to pay, perform and discharge when due, the Parties agree, effective at the Effective Time, Buyer shall assume or to cause its Subsidiaries to assume all following Liabilities of Seller or any of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities Sellers (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of business, All Liabilities arising under or pursuant to the extent not satisfied prior to Assumed Contracts, the Effective TimeCollection Accounts, the Peachland/Angleton Accounts, the Disposal Accounts and the Real Property; (b) all All Liabilities arising under for the Purchased Contractscustomer deposits (the “Customer Deposits”) and deferred revenue obligations (the “Deferred Revenue”) listed on Schedule 1.3(b), which schedule will be attached by Sellers hereto at Closing; (c) any Any and all Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased AssetsAssets with respect to Environmental Laws and Permits whether such Liabilities relate to periods preceding or following the Closing, in each case, including all closure/post-closure Liabilities with respect to the extent included in the calculation of Final Closing Net Working CapitalAssets (including such Permits) and all obligations under Applicable Laws (including Environmental Laws) to establish accruals for such Liabilities; (d) all All Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws for Taxes relating to any products manufactured or sold in the Business prior to, at Assets accruing on or after the Effective TimeClosing Date, except for those Liabilities set forth on Schedule 2.04(d) including Taxes relating to the Real Property (subject to the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”terms of Section 6.4); (e) all Environmental Liabilities arising at or prior to the Effective Time All Assumed Severance and Retention Bonus Liabilities, 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 accordance with the Business or the Purchased Assets, including all Environmental Liabilities arising out terms of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paintSection 6.10(b) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”)of this Agreement; (f) all All Liabilities listed on Schedule 1.3(f); (g) All other Liabilities which Buyers expressly agree to assume pursuant to this Agreement; and/or (h) Any other Liabilities (other than Excluded Liabilities) of any nature whatsoever, whether legal or equitable, or matured or contingent, arising out of or in connection with any actor related to the ownership, omission lease, operation, performance or circumstance occurring at any time use of the Assets 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseClosing Date.

Assumed Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, upon the Parties agree, effective at the Effective TimeClosing, 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 assume 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 cause its Subsidiaries be owed by Seller, vi. any and all unemployment taxes, interest and penalties owing or to assume be owed by Seller, vii. as to employees or former employees of Seller, any and all Liabilities of Seller liabilities, costs, losses, fees or charges arising from, through or in any manner related to the duties and obligations of the Retained Subsidiaries to employer-sponsor of viii. the extent relating to or arising out of Dental Policy, ix. the Purchased Assets or Long Term Policy, x. the Business of whatever natureShort Term Policy, whether presently in existence or arising hereafterxi. the 401(k) Plan, except for related Trust Agreement and Services Agreement, xii. the Excluded Liabilities (the “Assumed Liabilities”)▇▇▇▇▇▇▇ Communications, including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet 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 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 and 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 of Seller accrued or incurred from September 1, 1999, until the Closing, and xv. any and all other liabilities or obligations of Seller as currently or formerly conductedBuyer may hereafter agree to assume (collectively, the Purchased Assets"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 Real Property or any other real or personal property currently owned"Primary Assumed Liabilities") in the aggregate exceeding $1,105,472.10; and, leased or operated 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 connection with the Business or the Purchased Assetsaggregate exceeding $1,000,000, including and (y) Buyer shall pay and discharge in full all Environmental those Secondary Assumed Liabilities arising out of or relating to any building materials described in Subsections (including asbestos, asbestos-containing materials and lead-based painte) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (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, Buyer shall not assume, and Seller shall pay, compromise or otherwise provide for all Liabilities arising out debts, obligations and liabilities of Seller (whether absolute, contingent, fixed or in connection with any act, omission otherwise) occurring 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 otherwise relating to the International Plans; and (i) any Liabilities with respect period prior to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VIIClosing Date (collectively "Seller Retained Liabilities"). Buyer’s obligations under Any Encumbrance which relates to an Assumed Liability shall be a "Permitted Encumbrance" for purposes of 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseAgreement.

Assumed Liabilities. Upon As of the terms Effective Date, Buyer agrees to assume -------------------- the future payment and subject to performance of the conditions following liabilities and obligations of this AgreementSeller, whether known or unknown, fixed or contingent, recorded or unrecorded (collectively, the Parties agree"Assumed Liabilities"): (a) The Contracts; (b) All notes payable, effective at indebtedness, royalty payments, or other obligations, liabilities, and guarantees of Seller whether or not accrued on or before the Effective TimeDate as set forth in Schedule 1.3(b) attached hereto and 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 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 assume or to cause its Subsidiaries to assume all Liabilities indemnify and hold each of Seller and Seller Group harmless from all suits, actions, losses, damages, claims, or liabilities of any character, type, or description whatsoever, including, without limitation, all expenses of the Retained Subsidiaries to the extent litigation, court costs, and attorney's fees, relating to or arising out of the Purchased Assets Assumed Liabilities and/or Buyer's assumption of the payment or performance of any of the Business of whatever nature, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date in the ordinary course of businessWHETHER OR NOT SUCH SUITS, 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 AssetsACTIONS, in each caseLOSSES, 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 liabilityDAMAGES, personal injury or tort Laws relating to any products manufactured or sold in the Business prior toCLAIMS, at or after the Effective TimeOR LIABILITIES ARE THE DIRECT OR INDIRECT RESULT OF THE NEGLIGENCE, except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product LiabilitiesGROSS NEGLIGENCE, 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities 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 International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwiseOR STRICT LIABILITY OR SELLER OR SELLER GROUP.

Assumed Liabilities. Upon As of the terms Closing, Buyer hereby agrees to assume, satisfy or perform when due only those liabilities and subject obligations of Seller relating to operation of the conditions of this Agreement, Center as set forth on Schedule 2.1 hereto (the Parties agree, effective at "Assumed Liabilities"). Other than the Effective TimeAssumed Liabilities, Buyer shall assume not assume, nor shall APPM, Buyer or any of their respective affiliates be deemed to cause its Subsidiaries have assumed, guaranteed, agreed to assume all Liabilities 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 Center), 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, Buyer nor any of their respective affiliates shall have any liability or obligation with respect to or arising out of: (a) acts or omissions of Seller or any of the Retained Subsidiaries its affiliates whether prior or subsequent to the extent relating to or arising out of the Purchased Assets or the Business of whatever natureClosing Date, whether presently in existence or arising hereafter, except for the Excluded Liabilities (the “Assumed Liabilities”), including the following (except to the extent constituting Excluded Liabilities): (a) all current liabilities set forth on the Balance Sheet and all current liabilities incurred after the Balance Sheet Date not in the ordinary course of business, ; (b) liabilities or obligations relating to or secured by any portion of or act of either the extent not satisfied Purchased Assets or the Center prior to the Effective Time; (b) all Liabilities arising under the Purchased Contracts; Closing; (c) employee related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assetsperson in connection with his or her employment by, in each caseor termination of employment with, to the extent included in the calculation of Final Closing Net Working Capital; Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller); (d) all Liabilities liabilities or obligations of Seller, including those for attorneys' fees, arising under warranty obligations out of any litigation or other proceeding pending as of the Closing Date in connection with the Center or any claim, whether or not asserted and whether or not liquidated or contingent, with respect to the Center arising under applicable product liabilityfrom acts or the failure to take any action by Seller or any of its Affiliates prior to the Closing Date; (e) liabilities for any income or other tax, personal injury whether disputed or tort Laws relating not, attributable to Seller and/or the Center for any products manufactured period or sold in transaction through the Business prior to, at or after the Effective Time, Closing; (f) except for those Liabilities as set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities2.1, the “Product Liabilities”); (e) all Environmental Liabilities arising at or trade payables which arise 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 any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the “Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; Closing; (g) all Liabilities relating claims by any third party payor (including Medicare or Medi-Cal) or patient with respect to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant matter or billing occurring prior to Article VII; the Closing; and (h) any other liability or obligation of Seller. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. The Seller shall supply confirmation that all Liabilities relating past and current employment taxes through the Closing have been remitted to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer appropriate agencies in Article VII. 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 agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwisea timely manner.