Common use of Assumption of Certain Liabilities Clause in Contracts

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On At the Closing and on the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closingthis Agreement, Purchaser shall irrevocably agrees to assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Liabilities of Seller (collectively, the “Assumed Liabilities”): (a) all executory Liabilities of Seller arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable be performed after the Closing under any and all (includingi) Acquired Contracts listed on Schedule 3.13 or Schedule 3.14 as in existence on the date of this Agreement, for (ii) Acquired Contracts not required to be listed pursuant to Section 3.14 but in existence on the avoidance date of doubtthis Agreement and entered into in the Ordinary Course of Business prior to the date of this Agreement, accounts payable due and payable (iii) Acquired Contracts described in (i) or (ii) to the extent the same are amended after the Closing)date of this Agreement in accordance with this Agreement, (iv) Acquired Contracts entered into after the date of this Agreement in accordance with the provisions of this Agreement and (v) any Acquired Contracts entered into after the date of this Agreement not in accordance with the provisions of this Agreement that Purchaser expressly agrees to assume; (b) all Liabilities any accounts payable of Seller (i) in respect of Transferred Employees arising at or after that relate to the Closing and Acquired Assets, (ii) assumed that are either reflected on the Latest Balance Sheet or incurred by Purchaser pursuant Seller in the Ordinary Course of Business between the date of the Latest Balance Sheet and the Closing, (iii) that are not payable to Section 5.9;Insiders or Affiliates of Insiders, and (iv) that remain unpaid as of the Closing; and (c) all cure costs required to be paid pursuant to section 365 other Liabilities of the Bankruptcy Code in connection with the assumption Seller if and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after extent reflected in the Closing Date (as determined pursuant to Section 5.11Balance Sheet or described on Schedule 2.3(c); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On Buyer hereby agrees that at the Closing, subject to and upon the terms and subject to the conditions set forth herein contained herein, it shall assume and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, timely perform, pay and discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication specified obligations and liabilities of the Company (collectively, the “Assumed Liabilities”):), but no others: (a) all Liabilities arising out of or relating to the ownership obligations and operation liabilities of the Acquired Assets, Assigned Contracts or Acquired BusinessesCompany, arising at on or after the Petition Date Closing, in connection with any Acquired Contracts and including, without limitation, all deferred revenue obligations associated with any Acquired Contracts arising prior to the Closing, to the extent that the Company’s rights thereunder are due and payable after actually (with consent where required) assigned to Buyer; provided, however, that Buyer is not assuming any obligations or liabilities for any breach or default outstanding at the time of the Closing (includingunder any Acquired Contract or resulting from any event occurring before the time of Closing which, for with the avoidance giving of doubtnotice or the passage of time or both, accounts payable due and payable after the Closing)results in a breach or default; (b) all Liabilities (i) in respect such other liabilities of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Company specified on Schedule 1.4(b); (c) all cure costs required to be paid pursuant to section 365 any liabilities and obligations assumed by Buyer by operation of law under the Bankruptcy Code in connection with the assumption and assignment provisions of the Assigned Contracts (the “Cure Costs”)Treasury Regulation Section 54.4980B-9,Q&A-8; (d) any Liability for Taxes (including the payment thereof) attributable obligation with respect to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (Rollover Vacation Time as determined pursuant to provided in Section 5.116.4(b);; and (e) Transfer Taxes; and (f) subject all accounts payable and accrued liabilities of the Company to Purchaser’s further reviewpay for any products, certain customer deposits goods, raw materials or services delivered or provided to the Company with respect to the Business as of the Closing Date and less than 90 days old. Buyer is not assuming, and shall not be identified deemed to have assumed, any obligations or liabilities of the Company other than the Assumed Liabilities specifically described above. No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve any Seller from any obligation or liability under this Agreement with respect to any representations or warranties made by the Parties in good faith prior Sellers to the ClosingBuyer.

Assumption of Certain Liabilities. On Notwithstanding the terms and subject provisions of Section 3.1 hereof to the conditions set forth herein contrary, Purchaser covenants and agrees that on the Date of Closing, it shall execute and deliver to Seller an Assumption Agreement in substantially the form of EXHIBIT A hereto (the "ASSUMPTION AGREEMENT"), pursuant to which it will assume and agree to perform and discharge the following debts, liabilities and obligations of Seller: a. All of Unity's trade accounts payable (being maintained by Unity consistent with its past practices) arising out of the operation of the Business in the Sale Order effective ordinary course of business which (i) are reflected on Unity's books and records as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out Date of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9remain unpaid as of the opening of business on the Date of Closing; b. All debts, liabilities and obligations of Unity arising under the Operating Contracts (ci) all cure costs required to be paid pursuant to section 365 which are listed on SCHEDULE 1.1(g), or (ii) which require aggregate annual payments of less than $12,000.00 or which have a duration of less than one year after the Bankruptcy Code date of this Agreement except that Purchaser does not assume any liabilities for products sold or services rendered in connection with the assumption and assignment operation of the Assigned Business under such Operating Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Date of Closing PROVIDED that liabilities assumed hereunder are only assumed to the extent they accrue after the Date of Closing and are not attributable to any default of Seller thereunder, except for trade payables assumed pursuant to subsection (a), above; c. All amounts accrued as of the opening of business on the Date of Closing for wages, salary and benefits, including vacation and sick leave, payable to those employees of Seller who provide services in connection with the operation of the Business and who are employed by the Purchaser on the Date of Closing.; d. Unity's obligation to provide cellular telephone and related services to its customers in accord with the Customer Contracts in effect on and after the Date of Closing; and

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Buyer agrees, effective as of at the Closing, Purchaser shall irrevocably to assume from each all Liabilities of the Seller (and from and its affiliates to the extent relating to any of the Purchased Assets arising on or after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Date (collectively, the “Assumed Liabilities”):). Assumed Liabilities shall include the following: (a) all Liabilities arising out of for any lawsuits commenced or any claims made on or after the Closing to the extent relating to the use or ownership and operation of any of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at Purchased Assets on or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred to Affected Employees arising at on or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Date, except as otherwise expressly provided in this Agreement; (c) all cure costs required Liabilities with respect to be paid pursuant the Transferred Site, including all obligations owed to section 365 of the Bankruptcy Code in connection with landlord at such site, arising on or after the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Closing Date; (d) any Liability all Liabilities to suppliers or other third parties for Taxes (including the payment thereof) attributable materials and services to the Acquired extent relating to the Purchased Assets for a taxable period (and ordered in the ordinary course of Seller’s or portion thereof) beginning after its Affiliate’s business consistent with past practice prior to the Closing Date (Closing, but scheduled to be delivered or provided thereafter as determined pursuant to Section 5.11);set forth on Schedule 2.4, which shall not exceed $40,000.00; and (e) Transfer Taxes; and (f) subject all Liabilities arising on or after the Closing under any contracts, agreements, leases, licenses, commitments or Governmental Authorizations that are assigned to Purchaser’s further review, certain customer deposits Buyer pursuant to be identified by the Parties in good faith prior Section 2.1 or Section 2.2 at or subsequent to the Closing.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably convey, transfer, assign, convey, and deliver assign to Purchaser, only the following Liabilities, without duplication and only to the extent such Liabilities are not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) ): all Liabilities arising out of or relating to Seller under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due arise and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable accrue after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after , relate exclusively to periods following the Closing and (ii) assumed are by Purchaser pursuant their terms to Section 5.9; (c) be observed, paid, discharged and performed following the Closing; all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes ; all Liabilities (including all Liabilities arising under Environmental Laws and all applicable Taxes) arising out of the payment thereof) attributable to conduct of the Business or the use, ownership or operation of the Acquired Assets for a taxable period (or portion thereof) beginning Assets, in each case, from and after the Closing Date (as determined Date, excluding all obligations, liabilities and commitments for Accounts Payable; all Liabilities relating to amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under this Agreement, including any Transfer Taxes; all Liabilities assumed by Purchaser pursuant to Section 5.116.3; and all Liabilities set forth on Schedule 1.3(f); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1 and the Reimbursement Amount in accordance with Section 6.18, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such each Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out and obligations of or relating any Seller under the Assigned Contracts solely to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, extent based on circumstances first arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs Cure Costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts that are not Non-Debtor Contracts, in each case not to exceed the amount set forth on Schedule 1.5(b)(i) for such Assigned Contract (the “Assumed Cure Costs”); (dc) any Liability for Taxes all Liabilities (including all government charges or fees) arising out of the payment thereof) attributable to ownership or operation of the Acquired Assets for a taxable period (Assets, in each case, on or portion thereof) beginning after the Closing Date Date; (as determined pursuant d) all Liabilities relating to Section 5.11)amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under this Agreement and all Transfer Taxes; (e) Transfer Taxeswithout duplication, all Taxes levied with respect to the Acquired Assets or Assumed Liabilities for any Post-Closing Tax Period (determined in accordance with Section 9.4(c)); and (f) subject to Purchaser’s further review, certain customer deposits all Liabilities agreed to be identified assumed by the Parties Purchaser or for which Purchaser has agreed to be responsible in good faith prior to the Closingaccordance with this Agreement.

Assumption of Certain Liabilities. On At Closing, Purchaser shall assume only the terms following liabilities and obligations of Seller related to the Business, except those liabilities and obligations listed in Schedule 1.2(Z) referred to below (the "ASSUMED LIABILITIES"): (A) all Seller's accounts payable, accrued expenses, deferred revenues and other current liabilities (including without limitation and subject to the conditions set forth herein and limitations contained in the Sale Order effective Section 12.3, below, pursuant to Shareholder's engagement letter with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP dated as of July 2, 2002 and relating to this Agreement and the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective termstransactions contemplated thereby), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):; (aB) all Liabilities liabilities and obligations relating to capital leases for equipment used by Seller in conducting its operations; (C) all liabilities and obligations arising out of or relating to the ownership and operation any of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after Assets and the Petition Date that are due and payable Business which arise after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Date; (bD) all Liabilities liabilities and obligations set forth in the Employee Transition Agreement (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;as defined herein); and (cE) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code sales, use, registration, stamp, recording, documentary, deeds, transfer or similar Taxes incurred in connection with the assumption transactions contemplated by this Agreement. Other than the Assumed Liabilities, Purchaser is not assuming, shall not have any responsibility or obligation with respect to and assignment the parties do not intend Purchaser to assume any obligations or liabilities of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined Seller, pursuant to Section 5.11this Agreement or otherwise, whether direct or indirect, contingent or accrued, known or unknown, of any kind whatsoever including, but not limited to, those listed on SCHEDULE 1.2(Z) appended hereto (collectively the "NONASSUMED LIABILITIES"); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser agrees, effective as of at the Closing, Purchaser shall irrevocably except as set forth in Section 2.5, to assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only all the following Liabilities, without duplication Liabilities of the Seller Corporations (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): (a) all Liabilities arising out of or relating to any Product Claim made after the ownership and operation Closing that results from the use or misuse of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at any Products shipped to a third party prior to or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at for lawsuits commenced prior to or after the Closing to the extent relating to the Intellectual Property, including the litigation matters set forth as items 2 and (ii) assumed by Purchaser pursuant to Section 5.93 on Schedule 5.5; (c) all cure costs required Liabilities to be paid pursuant to section 365 customers under purchase orders made in the ordinary course of the Bankruptcy Code in connection with the assumption sale and assignment marketing of the Assigned Contracts (Products consistent with past practice for Products that have not yet been shipped at the “Cure Costs”)Closing; (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning all Liabilities arising after the Closing Date (as determined under any contracts, agreements, licenses or commitments that are assigned to Purchaser pursuant to Section 5.11)2.1 or 2.2(a) at or after the Closing; (e) Transfer Taxesall Liabilities arising out of or relating to (i) the return of any of the Products after the Closing, (ii) any chargebacks relating to any of the Products claimed to be due and owing after the Closing and (iii) any Rebates occurring in the calendar quarters subsequent to the expiration of the first full calendar quarter after the Closing and the related reporting activities; (f) all Liabilities for Taxes relating solely to the Products with respect to the period on or after the Closing; and (fg) subject all other Liabilities relating solely to Purchaser’s further review, certain customer deposits the Products to be identified by the Parties in good faith prior extent relating to any period on or after the Closing.

Assumption of Certain Liabilities. On (a) Buyer agrees to assume only the terms following liabilities and subject obligations relating to the conditions set forth herein and in Business, whether known or unknown, fixed or contingent: (i) all obligations to give notice or other liabilities arising under the Sale Order effective as WARN Act arising out of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, any termination of Transferring Employees by Buyer or otherwise satisfy failure by Buyer to offer employment to any Employee in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the ClosingSection 9.1(b); (bii) all Liabilities liabilities and obligations of Seller under any group health, vacation, severance, salary continuation or termination pay plans or agreements of Seller for the benefit of Employees, and, with respect to severance, any plan, practice or policy, including, but not limited to, liability under Section 4980B of the Code or Sections 601-607 of ERISA on account of such Employees (i) as defined below), in respect each case resulting from the termination of Transferred employment of the Employees arising at with the Seller and its Affiliates on the Closing Date or with the Buyer and its Affiliates, after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Date; (ciii) all cure costs required to be paid pursuant to section 365 liabilities and obligations of Seller under (A) Purchase Orders existing on the Bankruptcy Code in connection with Closing Date that are described on Schedule 5.6(b) and (B) the assumption and assignment of the Assigned Contracts (or the “Cure Costs”)applicable portions thereof that relate to the Business) that are listed or described on Schedule 5.6(a) and all other contracts entered into in the ordinary course of business, and (C) the Leases which are assigned to Buyer; (div) any Liability for Taxes (including all liabilities of the payment thereof) attributable to the Acquired Assets for a taxable period (Business incurred by Buyer or portion thereof) beginning its Affiliates after the Closing Date (as determined pursuant to Section 5.11)Date, other than Retained Liabilities; (ev) Transfer Taxesall liabilities of the Seller for Product Liability Claims relating to occurrences after the Closing Date; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, Purchaser or a Designated Purchaser shall irrevocably assume from each Seller Sellers (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers shall irrevocably convey, transfer, assign, convey, and deliver assign to Purchaser or a Designated Purchaser, only the following Liabilities (and no other Liabilities, which other Liabilities shall be retained by Sellers), without duplication and only to the extent not paid, performed, discharged or otherwise satisfied prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities of Sellers arising out of or relating from the Assigned Contracts, solely to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, extent arising at or after the Petition Date that are due and payable from periods occurring after the Closing (includingand excluding, for the avoidance of doubt, accounts payable due and payable after the Closingany Liabilities contemplated by Section 1.4(e); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (dc) any Liability for Taxes (including all Liabilities arising out of the payment thereof) attributable ownership or operation of the Acquired Assets, in each case, by Purchaser solely to the Acquired Assets for a taxable period (or portion thereof) beginning extent arising from periods occurring after the Closing Date and excluding, for the avoidance of doubt, any Liabilities contemplated by Section 1.4(e); (as determined pursuant d) all (i) accrued trade and non-trade payables, (ii) open purchase orders (except a purchase order entered into in connection with, or otherwise governed by, any Excluded Contract), (iii) Liabilities arising under drafts or checks outstanding at Closing, (iv) accrued royalties, (v) accrued compensation, employee expenses and benefits in each case for Transferred Employees, but excluding workers’ compensation claims for injuries occurring prior to the Closing, and (vi) all Liabilities arising from rebates, returns, recalls, chargebacks, coupons, discounts, failure to supply claims and similar obligations, in each case, to the extent (and solely to the extent) (x) incurred in the Ordinary Course and otherwise in compliance with the terms and conditions of this Agreement (including Section 5.11)6.1) and (y) not arising under or otherwise relating to any Excluded Asset; (e) Transfer Assumed Taxes; and; (f) subject to Section 6.15, the sponsorship of, and all Liabilities at any time arising under, pursuant to or in connection with, the Seller Plans (the “Assumed Benefit Plans”), and all Liabilities for compliance with the requirements of Section 4980B of the Code with respect to all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulations §54.4980B-9; (g) to the extent, and solely to the extent, arising from Purchaser’s further reviewfailure to comply with Section 6.3, certain customer deposits all Liabilities related to be identified by Purchaser’s selection of employees, including any failure to extend offers of employment, pursuant to Section 6.3 and any Liabilities for severance or under the Parties WARN Act, in good faith prior each case, that (i) constitute bankruptcy administrative expenses of Sellers and (ii) result from or arise out of Purchaser’s failure to make an offer of employment to any employees or any Sellers’ subsequent termination of such employee’s employment in connection with or following the Closing; (h) all Liabilities owing to any Subsidiary of the Company, other than to an Excluded Subsidiary; (i) Liabilities arising under Section 503(b)(9) of the Bankruptcy Code; (j) all Liabilities and obligations of Sellers for compliance with ISRA at the Acquired Leased Real Property in New Jersey; and (k) all Liabilities, if any, set forth on Schedule 1.3(k). The assumption by Purchaser (or a Designated Purchaser) of any Assumed Liability shall not, in any way, expand the rights of any third party relating thereto.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out In addition to paying the Cash Portion of or relating the Purchase Price and the other payments required to be made by it pursuant to the ownership provisions of this Agreement, the Purchaser shall assume at Closing and operation shall thereafter pay when due all of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after other liabilities of the Petition Date that are due Companies of the nature and payable after type to be accrued on the Closing (includingDate Balance Sheet as provided in Section 1.2(c) above, for all of which liabilities so assumed shall be accrued on the avoidance of doubt, accounts payable due and payable after the Closing);Closing Date Balance Sheet. (b) all Liabilities At Closing, the Purchaser shall also assume (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment obligations of the Assigned Selling Companies under the Assumed Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (accruing on or portion thereof) beginning after the Closing Date (as determined pursuant excluding, however, liabilities accruing on or after the Closing Date with respect to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith defaults or events occurring prior to the ClosingClosing Date, which with the giving of notice or the passage of time, or both, would constitute a default under any such Assumed Contract) and (ii) warranty obligations and obligations for customer returns customer returns, adjustments and repairs relating to products sold by the Companies in the ordinary course of business in conformity with the Selling Companies' warranty and return policies, such items referred to in (ii) of this Section not to exceed Two Hundred Thousand ($200,000) Dollars in the aggregate. The obligations referred to in (b)(i) and (b)(ii) of this Section are collectively referred to as the "Assumed Contractual Liabilities". (c) Except as expressly provided in Section 3.8(a) or (b) with respect to certain Change in Control payments and severance obligations, Section 3.9 with respect to the West Pearl Facility relocation expenses and in Section 1.4(a) and (b) above, the Purchaser shall not be obligated to assume or become liable for, and shall not assume or become liable for, any of the liabilities, obligations, debts, contracts or other commitment of the Selling Companies of any kind whatsoever, known or unknown, fixed or contingent, including, without limitation, any environmental liability or obligation arising out of the condition of the Real Property at the Closing and any obligations of the Companies disclosed on Schedule 4.12 other than with respect to the Palco Litigation.

Assumption of Certain Liabilities. On Subject to the terms and subject conditions of this Agreement, Buyers shall assume and perform and pay: (i) those liabilities and obligations of Seller accruing or arising on and after May 1, 1997 (A) with respect to the conditions set forth herein Stores' utilities and in merchant association dues and expenses, (B) under the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms)Stores' leases, and such Seller shall irrevocably transfer, assign, convey, and deliver (C) with respect to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising Seller's purchase orders existing at or after the Petition Date that are due and payable after the Closing (includingsubject to Section 8(a)(i) below), for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) to Seller at Closing (except as to the amount payable pursuant to (A) immediately below, which shall be paid to Gilb▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Closing): (A) the sum of One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($166,667) (or such lesser amount as the Company and Gilb▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ agree, provided that evidence of such agreement shall be provided by Buyers to Seller at Closing) arising under Section 6(b) of the Employment Agreement dated September 6, 1995 between the Company and Gilb▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇e "Holl▇▇▇▇▇ ▇▇▇eement"), it being understood that PPI may, but is not obligated to, hire Gilb▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ whatever terms they may mutually agree upon, (B) 50% of advertising expenses for Mothers Day, estimated to total $4,900 (or $2,450 for 50%), (C) the cost of boxes and bags with new logo ordered from S. W▇▇▇▇▇ ▇▇▇kaging under a purchase order dated March 14, 1997, estimated to be $88,130 (the "SWP Boxes and Bags"), (D) all costs incurred by Seller through Closing for rebuilding the Newport Store kiosk; (E) any other liability mutually agreed upon in writing between Seller and Buyers. With the exception of the liabilities and obligations to be assumed by Purchaser Buyers pursuant to Section 5.9; (c) all cure costs required to the preceding sentence and the other provisions of this Agreement, Buyers shall not assume and shall in no event be paid liable for any other debts, liabilities or obligations of Seller, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise and regardless of when they arose or arise. The obligations of Buyers pursuant to section 365 of this Section 3 shall be evidenced by an assumption agreement setting forth such obligations, in the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts form attached hereto as Exhibit "A" (the “Cure Costs”"Assumption Agreement"); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined . All liabilities and obligations of Seller not assumed by Buyers pursuant to this Section 5.11); (e) Transfer Taxes; and (f) subject 3 shall hereinafter be referred to Purchaser’s further review, certain customer deposits to be identified by as the Parties in good faith prior to the Closing"Retained Liabilities."

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein herein, on the Transfer Date, Purchaser will acquire the Assets subject to, and will agree to assume and discharge all tenant obligations of Seller under the Lease Agreements assumed and purchased hereunder and all obligations to layaway customers as evidenced through valid agreements at the time of Transfer located in the Sale Order effective stores (the foregoing obligations are collectively referred to herein as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): ) with such assignment and assumption evidenced by one or more assignment and assumption agreements executed on the Transfer Dates. Furthermore, Purchaser will reimburse Seller for hard construction costs (alabor, material and equipment) all Liabilities incurred prior to the First Closing in connection with the facility being constructed at ▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ up to a maximum of $850,000.00 (the “Grand Prairie Reimbursement”). The Grand Prairie Reimbursement shall be satisfied at the First Closing. Except as expressly set forth in this Section 3, it is specifically agreed and understood that Purchaser does not and shall not assume any accounts payable of Seller, nor any other obligation, liability, tax or duty of Seller arising out of or relating in any way connected with the Business prior to the ownership Transfer Date, and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or Seller agrees to take such action after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs Transfer Date as set forth herein, as may be required to be paid pursuant to section 365 defend the title of Purchaser and confirm the sale of the Bankruptcy Code in connection with Business and the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable Assets to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingPurchaser sold hereunder.

Assumption of Certain Liabilities. On (a) Subject to the terms and subject conditions of this Agreement, except as otherwise specifically provided in this Section 1.2 (including in respect of the Retained Liabilities, as set forth in paragraph (b) below), on the Closing Date, the Buyers will assume and agree to pay, discharge or perform, as appropriate, the following specific liabilities and obligations of the Sellers (the “Assumed Liabilities“): (i) all executory liabilities and obligations of the Sellers arising under or relating to any Contract, including liabilities or obligations under any Contract arising in the ordinary course of business where the payment, discharge, fulfillment, or performance of such liability or obligation would normally occur after the Closing, except that the Buyers shall not assume or agree to pay, discharge or perform any liabilities or obligations arising out of any breach or default (including for this purpose any event which, with notice or lapse of time would constitute such a breach or default) by the Sellers, the UPC Stockholders or any of their Affiliates of any provision of any Contract, including liabilities or obligations arising out of the Sellers’, the UPC Stockholders’ or any of their Affiliates’ failure to perform any Contract in accordance with its terms prior to the conditions set forth herein Closing; (ii) the accounts payable (other than the Retained Payables) of the Business as of the Closing Date and the accrued liabilities of the Business as of the Closing Date, in each case solely to the extent reflected on the Balance Sheet or incurred in the Sale Order effective ordinary course of business consistent with past practice since the Balance Sheet Date; (iii) the liabilities and obligations expressly assumed by the Buyers pursuant to Section 5.13 hereof; (iv) the excess, if any, of (i) any and all federal and state income Taxes of the Sellers that are incurred in connection with the receipt of $14,000,000 cash (the “Net Cash Amount“) by the Sellers and the Stockholder in connection with the receipt of the Net Cash Amount by the Sellers and the distribution of the Net Cash Amount to the Stockholder over (ii) the federal and state income Taxes that would have been incurred by the Stockholder if the Stockholder had received such Net Cash Amount directly from the Buyers in exchange for the stock of UPC (the “Assumed Tax Liabilities“); provided that for purposes of determining the Taxes incurred in connection with the Net Cash Amount, the value of the Earn Out shall be disregarded; and (v) Any ad valorem taxes, property taxes or similar taxes related to the Acquired Assets which taxes are not yet due and payable as of the Closing even if the same may relate to periods prior to the Closing. (b) The Buyers shall not assume any liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) of the Sellers, Purchaser the UPC Stockholders or any of their Affiliates, other than the Acquired Subsidiaries, except for the Assumed Liabilities as specifically and expressly provided for above, whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) not expressly transferred to the Buyers hereunder as Assumed Liabilities are being retained by the Sellers, the UPC Stockholders or their Affiliates (the “Retained Liabilities“), who shall remain liable therefor unconditionally and without right of set-off. Each of the Sellers and the UPC Stockholders, on behalf of itself and its or their Affiliates, hereby irrevocably assume and unconditionally waives and releases the Buyers from each Seller all Retained Liabilities, including any Retained Liabilities created by statute or common law. Without limitation to the foregoing, all of the following shall be considered Retained Liabilities and not Assumed Liabilities (except as specified below) for the purposes of this Agreement: (i) except as set forth in Section 1.2(a)(v), any Taxes (i) attributable to the Sellers’ ownership of the Acquired Assets or operation of the Business for all taxable periods (or portions thereof) ending on or before the Closing Date (subject to the proration of certain Taxes as set forth in Section 5.11) or (ii) for which the Sellers may be otherwise liable for any taxable period prior to the Closing, including by reason of (A) being a successor to another person, (B) being a party to a tax sharing, tax indemnity or similar agreement, or (C) being a member of a consolidated, combined or unitary group of corporations for tax purposes; (ii) any liabilities or obligations for any bank or other funded debt of the Sellers, the UPC Stockholders or any of their Affiliates, other than the Acquired Subsidiaries, including, without limitation, the loans, notes and from indebtedness, obligations and liabilities of the Sellers, the UPC Stockholders or any of their Affiliates, other than the Acquired Subsidiaries, to Bank of Oklahoma, N.A., Local Oklahoma Bank, N.A., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, J. Romeo & Co., Principal Life Insurance Company and any transferees, but excluding obligations of the Companies arising under the POS Contracts; (iii) any liability or obligation with respect to compensation or employee benefits of any nature owed to any employees, former employees, agents or independent contractors of the Sellers, the UPC Stockholders or any of their Affiliates, whether or not employed by the Buyers after the Closing, that (A) arises out of or relates to the employment or service provider relationship (including the termination of such employment or service provider relationship) between the Sellers, the UPC Stockholders or such Affiliates and any such individuals, (B) arises out of or relates to any Benefit Plan (including any grant of stock options or Company sponsored option plan) or (C) arises out of or relates to events or conditions occurring on or before the Closing payDate, performthat are not explicitly assumed by Buyers under Section 5.13 hereof; (iv) any liability or obligation with respect to any grant of stock options by any Company or option plan sponsored by any Company; (v) any liability or obligation of the Sellers, dischargethe UPC Stockholders or their Affiliates, arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and fees and expenses of counsel, accountants, brokers, finders and other experts; (vi) any liability or obligation of the Sellers, the UPC Stockholders or any of their Affiliates existing as a result of any act, failure to act or other state of facts or occurrence which constitutes a breach or violation of the Sellers’ representations, warranties and covenants contained in this Agreement or the other Ancillary Agreements; (vii) any Environmental Liability except as set forth on Schedule 1.2(b)(vii) (as defined in Section 11.8); (viii) any liability of the Sellers or the Business to the UPC Stockholders or any of their Affiliates incurred prior to the Closing, including any intercompany payables or receivable credits; (ix) any liability under applicable bulk transfer laws, or otherwise satisfy similar statutes, laws or regulations; provided, that the Buyers shall be responsible for the payment of any Transfer Taxes relating to the purchase of the Acquired Assets; (x) any liability or obligation with respect to the payment of certain accounts payable of the Business as of the Closing Date to be identified by the Buyers not less than three business days prior to Closing in accordance with their respective termsan amount equal to $10,000,000 (the “Retained Payables“), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only ; or (xi) any other liability of the following Liabilities, without duplication (collectivelySellers, the “Assumed Liabilities”): (a) all Liabilities UPC Stockholders or their Affiliates, other than the Acquired Subsidiaries, whatsoever, including any liability arising out of or relating to the Excluded Assets, the ownership and or operation of the Acquired Assets, Assigned Contracts Assets and the Business on or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant prior to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (including any predecessor operations), including any claims, obligations or litigation arising out of or relating to events or conditions occurring on or before the Closing Date (including the threatened or pending litigation set forth on Schedule 3.12 hereto), regardless of when made or asserted, except for the Assumed Liabilities as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingspecifically and expressly set forth herein.

Assumption of Certain Liabilities. On the terms Closing Date, Buyer shall execute and subject deliver to Seller the conditions set forth herein Assignment and in the Sale Order effective as of the ClosingAssumption Agreement, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such pursuant to which Seller shall irrevocably transferconvey, assign, conveyand transfer to Buyer, and deliver Buyer shall assume and agree to Purchaserpay, perform and discharge when due, only the following Liabilities, without duplication Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating with respect to the ownership and operation of Purchase Orders or the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at to be performed by the Business on or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Date; (b) all the Liabilities (i) in respect of Transferred Employees arising at or after the Closing under the terms of the Assigned Contracts, but only to the extent that such Liabilities relate to the period from and (ii) assumed after the Closing, provided that the Assumed Liabilities shall not include any Liability for breaches by Purchaser pursuant Seller of such Assigned Contracts occurring prior to Section 5.9the Closing; (c) all cure costs required the Liabilities with respect to be paid the Transferred Employees assumed by Buyer pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Section 6.6 hereof; (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined Liabilities assumed by Buyer pursuant to (i) the final sentence of Section 5.11)6.3(a) and (ii) Section 6.13 hereof; (e) Transfer Taxesall Liabilities for warranty claims arising in respect of products of the Business shipped or sold after the Closing; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by any Liabilities arising in connection with the Parties in good faith prior to ownership of the Assets and/or the conduct of the Business after the Closing.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein in this Agreement, Buyer agrees to assume only (i) Seller’s accounts payable and in accrued expenses identified on Schedule 1.3(a)(i) to this Agreement, but only up to the Sale Order effective as amount shown on such Schedule for each of the Closing, Purchaser shall irrevocably assume from each Seller (such accounts payable and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication accrued expenses (collectively, the “Assumed LiabilitiesPayables”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing ; and (ii) assumed by Purchaser those liabilities and obligations under the Assumed Contracts identified on Schedule 1.3(a)(ii) to this Agreement and the obligations under the Assumed Contracts to the extent that such obligations are required pursuant to Section 5.9; (c) all cure costs required such Contracts to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning performed after the Closing Date (collectively, the “Assumed Contract Liabilities”); and (iii) Seller’s express obligations under its standard written warranty to repair or replace products sold by Seller within one (1) year prior to Closing (collectively the “Contract Warranty Obligations”); and (iv) Seller’s obligations for customer prepayments and deposits received by Seller prior to Closing and identified on Schedule 1.3(a)(iv) to this Agreement (the “Assumed Prepayment/Deposit Obligations”); and (v) the Assumed PTO Obligations (as determined defined in Section 5.7(d) of this Agreement) assumed pursuant to Section 5.115.7(d) of this Agreement (collectively, the Assumed PTO Obligations, Assumed Prepayment/Deposit Obligations, Contract Warranty Obligations, the Assumed Contract Liabilities and the Assumed Payables being called the “Assumed Liabilities”). (b) Exclusive of solely the Assumed Liabilities, all other obligations, Indebtedness, debts, Taxes, operating expenses, rents, utilities, payables and other liabilities and obligations of Seller of any kind, character or description, whether accrued, absolute, known or unknown, disclosed or undisclosed, contingent or otherwise now existing or hereafter arising (collectively, the “Excluded Liabilities”), are not and shall not be assumed by Buyer and shall be retained and fully paid, satisfied and discharged without cost to Buyer by Seller. Without limitation of the foregoing: (i) Buyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all Intercompany Obligations (as defined in Section 8.14(d) of this Agreement); (eii) Transfer TaxesBuyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all loans, accounts and other Indebtedness (as defined in Section 8.14(c) of this Agreement) owed by Seller, whether as obligor, guarantor or accommodation party, and whether to financial institutions, officers, members, Shareholder, Affiliates or otherwise to any other Person (as defined in Section 8.14(g) of this Agreement); (iii) Buyer shall not assume, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations of Seller in respect of any Taxes (as defined in Section 3.21(a)(iv) of this Agreement); (iv) Buyer shall not assume, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations under all Contracts that are not Assumed Contracts. In particular, but without limitation, Buyer will not assume any liabilities, obligations or Indebtedness now existing or hereafter arising under, or be deemed a successor company to Seller in connection with, any Employee Plan, collective bargaining agreement or other employment related arrangement to which any present or former employees of Seller is or were entitled (including any severance arrangements), and Buyer shall have no obligation to employ any of Seller’s employees; and (fv) subject Unless specifically identified in this Agreement as part of the Assumed Liabilities, Buyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations (whether direct or indirect, accrued or contingent, and whether now existing or hereafter arising) which arise in connection with or relate in any manner to Purchaser’s further reviewany of the Excluded Assets. (c) Seller covenants to pay, certain customer deposits discharge and satisfy fully as and when due to be identified by the Parties in good faith prior to the Closingpaid or performed all Excluded Liabilities.

Assumption of Certain Liabilities. On the terms and subject (a) Purchaser agrees to the conditions set forth herein and in the Sale Order effective assume, as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after at the Closing payDate, and to pay or perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only each of the following Liabilities, without duplication obligations of Seller (collectively, the “"Assumed Liabilities”"): (ai) Seller's accrued obligations for current year vacation and holiday pay as of the Closing Date as listed on Schedule 1.5(a)(i), but only in respect of those employees of the Aluminum Business who accept employment with Purchaser immediately following the Closing; (ii) all Liabilities obligations under the Assigned Contracts (but specifically excluding any obligation or liability arising out of from any default or relating non-performance by Seller prior to the ownership and operation Closing Date); and (iii) those obligations of Seller to be prorated pursuant to Paragraph 1.8 for which Purchaser is given a credit against the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);Purchase Price. (b) all Liabilities (i) Nothing contained in respect this Paragraph 1.5 or in any instrument of Transferred Employees arising assumption executed by Purchaser at or after the Closing shall be deemed to release or relieve Seller or Shareholder from their respective representations, warranties, covenants, agreements and (ii) assumed by Purchaser indemnities contained in this Agreement or any certificate, schedule, instrument, document or agreement executed pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code hereto or in connection herewith, including without limitation, the obligations of Seller and Shareholder to provide indemnification in accordance with the provisions of Article 5. Notwithstanding such assumption, nothing contained herein or in any instrument of assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewshall prohibit Purchaser from contesting, certain customer deposits to be identified by the Parties in good faith prior to and at the Closingexpense of Purchaser, the amount, validity or enforceability of any of the Assumed Liabilities.

Assumption of Certain Liabilities. On Subject to the terms and subject conditions of this Agreement, Buyers shall assume and perform and pay those liabilities and obligations of Sellers (i) accruing or arising on and after February 1, 1997 (A) with respect to the conditions set forth herein Stores' utilities and in merchant association dues and expenses, (B) under the Sale Order effective as of Stores' leases and the Closing, Purchaser shall irrevocably assume leases for the computerized point-of-sale registers leased from each Seller LDI Corporation for the Business and (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (aC) all Liabilities arising out of or under service agreements relating to the ownership Stores and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, computerized point-of-sale registers leased from LDI Corporation for the avoidance of doubtBusiness which are transferred to Buyers, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant accruing or arising prior to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after on the Closing Date (as determined under any obligations of Sellers to customers of the Business under Sellers' Club Program . With the exception of the liabilities and obligations to be assumed by Buyers pursuant to the preceding sentence and the other provisions of this Agreement, Buyers shall not assume and shall in no event be liable for any other debts, liabilities or obligations of Sellers, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise and regardless of when they arose or arise. The obligations of Buyers pursuant to this Section 5.113 shall be evidenced by an assumption agreement setting forth such obligations, in the form attached hereto as Exhibit "A" (the "Assumption Agreement"); (e) Transfer Taxes; and (f) subject . All liabilities and obligations of Sellers not assumed by Buyers pursuant to Purchaser’s further review, certain customer deposits this Section 3 shall hereinafter be referred to be identified by as the Parties in good faith prior to the Closing"Retained Liabilities."

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Buyer hereby assumes, effective as of the Closing, Purchaser shall irrevocably assume from each Seller and agrees to pay, perform and discharge when due (i) all accrued liabilities which (A) relate to the Business, (B) are reflected as liabilities on the Closing Schedule (as defined in Section 1.6(a)) and from (C) are listed on Schedule 1.3; (ii) all liabilities accruing on and after the Closing payDate under the contracts, performagreements, discharge, or otherwise satisfy licenses and leases included in accordance with their respective terms), the Acquired Assets (including any operating and such Seller shall irrevocably transfer, assign, convey, real property leases) and deliver to Purchaser, only the following Liabilities, without duplication listed on Schedule 1.3; and (collectively, the “Assumed Liabilities”): (aiii) all Liabilities arising out liabilities accruing on and after the Closing Date as a result of or relating to the Buyer's ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after with the Petition Date that are due liabilities in clauses (i) and payable after (ii) constituting the Closing (including, for the "Assumed ------- Liabilities." For avoidance of doubt, accounts payable the parties hereto understand and agree ----------- that, except as otherwise specified in this Agreement, and including subsections (A) and (B) of the immediately preceding sentence, all obligations due in respect of periods occurring or arising prior to Closing shall be paid in full or otherwise satisfied by Seller and payable all obligations due in respect of periods occurring or arising on and after Closing shall be paid in full or otherwise satisfied by Buyer. All obligations that must be prorated shall be prorated on the Closingbasis of a thirty (30) day month. Notwithstanding the foregoing, in no event shall the Assumed Liabilities include any Excluded Liability (as defined in Section 1.3(b) below);. (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.The term "Excluded Liabilities" means: --------------------

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and in of this Agreement, the Sale Order Purchaser Group agrees, effective as of at the Closing, Purchaser shall irrevocably to assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership lawsuits commenced and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable claims made after the Closing (including, for including claims of patent or other intellectual property infringement) to the avoidance extent resulting from the operation of doubt, accounts payable due and payable the Real Property or the ownership of the Purchased Assets after the Closing), except for any claims or lawsuits related to the API Operations conducted by the Sellers; (b) all Liabilities resulting from a claim by a third party for money or other compensation (ibeyond the cost of a particular product) in respect of Transferred Employees arising at or injury allegedly due and owing as a result of the operation of the Facility after the Closing Closing, including, without limitation, warranty obligations and (ii) assumed irrespective of the legal theory asserted, except for any Liabilities related to the API Operations conducted by Purchaser pursuant to Section 5.9the Sellers; (c) all cure costs required Liabilities arising after the Closing under any contracts, agreements, leases, licenses or commitments that are assigned to be paid Purchaser pursuant to section 365 of Section 2.1 or 2.2 at or subsequent to the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Closing; (d) any Liability all Liabilities to suppliers for Taxes (including the payment thereof) attributable materials and services relating to the Acquired Assets for a taxable period operation of the Facility (excluding the API Operations) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or portion thereof) beginning provided after the Closing Date as set forth on Schedule 2.4(d), which schedule shall be mutually agreed to by the parties and provided five (as determined pursuant 5) days prior to Section 5.11);Closing, except for any Liabilities related to the API Operations conducted by the Sellers; and (e) Transfer Taxes; and (f) subject except as provided in Section 2.5, all other Liabilities arising after the Closing relating to Purchaser’s further reviewthe ownership or operation of the Purchased Assets, certain customer deposits except for any Liabilities related to be identified the API Operations conducted by the Parties in good faith prior to the ClosingSellers.

Assumption of Certain Liabilities. On (a) Purchaser hereby assumes, effective as of the Closing Date, the following Liabilities, which shall be the "Assumed Liabilities": (i) (A) all trade account payables to the extent attributable to the Business which are listed in Section 8 of the Asset Schedule, and (B) those trade account payables to the STARBURST ASSET PURCHASE AGREEMENT extent attributable to the Business and incurred in the Ordinary Course of Business in accordance with the terms hereof after the date of this Agreement and subject on or before the Closing, excluding in each case any accounts payable to Sellers or their Affiliates; (ii) all Liabilities, other than those that are Excluded Liabilities pursuant to Section 2.3(c)(ii), required to be performed or accruing on or after the Closing Date under the Transferred Contracts included in the Acquired Assets (or under any Customer Contract to the conditions extent provided in Section 2.4), including (A) all related implementation, consulting, customer service, product return and warranty obligations and (B) for these purposes, any and all obligations as provided for under Section 2.4 below; (iii) the Liabilities of any Seller for accrued paid time off of the Transitioning Employees where such Liability can be assumed by Purchaser pursuant to applicable law; provided, however, that with respect to the Indian Employees such Liabilities for accrued paid time off shall be assumed, to the extent permissible by applicable law, on or after the Second Closing; (iv) any Liabilities for Post-Closing Period Taxes; (v) any Liabilities accruing on or after the Closing Date relating to, arising out of, or resulting from the employee agreements listed on Section 8.8(b) of the Seller Disclosure Schedule between Sellers and an International Seller Employee who becomes a Transitioning Employee, which the Transfer Regulations shall require be assumed by Purchaser or an Affiliate of Purchaser, other than any such Liability arising from any breach of any such agreement attributable to any acts or omissions of a Seller occurring on or prior to the Closing Date; provided, however, that any Liability associated with the Purchaser's inability to comply with the Transfer Regulations or other employment requirements necessary to retain the services of the International Seller Employees as employees of Purchaser or any Affiliate of Purchaser shall constitute an Assumed Liability. Any Liabilities described in the immediately preceding clause that may arise with respect to the Indian Employees shall not constitute an Assumed Liability until the Second Closing; and (vi) except for those Liabilities disclosed in Section 2.3(a)(vi) of the Seller Disclosure Schedule, any severance Liability (v) with respect to any Seller Employee who becomes a Transitioning Employee, incurred as a result of actions by the Purchaser on or after the Closing Date, (w) with respect to any International Seller Employee whose individual employment agreement is not assumed by Purchaser pursuant to the Transfer Regulations, incurred on or after the date hereof, (x) with respect to any International Seller Employee whose individual employment agreement is assumed by Purchaser pursuant to the Transfer Regulations, incurred on or after the time of such assumption, or (y) with respect to any International Seller Employee who does not have an individual employment agreement, incurred on or after the date hereof. For avoidance of doubt, Purchaser does not and shall not be deemed to have assumed any Liability for any amount paid by NAI in connection with the consummation of the Acquisition pursuant to a cash bonus plan or bonus arrangement implemented in connection with the Acquisition or for any other amount paid by NAI STARBURST ASSET PURCHASE AGREEMENT to any Seller Employee on account of the Acquisition. Notwithstanding any of the foregoing, any severance Liability assumed by Purchaser pursuant to the foregoing with respect to the Indian Employees shall not constitute an Assumed Liability until the Second Closing. If a Seller Employee remains an employee of any Seller following the Closing or such employee becomes an employee of any Seller within six (6) months of the Closing (and such Seller Employee was not a Transitioning Employee who was terminated by Purchaser on or after the Closing), and (B) such Seller Employee received severance from Purchaser, Sellers shall reimburse Purchaser for the amount of such severance paid to such Seller Employee. In the case of the Indian Employees, the foregoing in the immediately preceding sentence shall apply with respect to the Indian Employees upon the Second Closing. (b) Notwithstanding the foregoing, the Assumed Liabilities shall not include any Excluded Liabilities. (c) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not and does not hereby assume any Liabilities of the Sellers (or any Affiliates of the Sellers), whether relating to the Business, the Acquired Assets or otherwise, other than the Assumed Liabilities (all such Liabilities other than the Assumed Liabilities are collectively referred to herein as the "Excluded Liabilities"). Excluded Liabilities shall include the following: (i) any Liability of any Seller not stated to be assumed pursuant to Section 2.3(a); (ii) any Liability arising from any breach of a Transferred Contract prior to the Closing Date; (iii) any Liability of any Seller, or any Tax Affiliate, in respect of income Taxes and Pre-Closing Period Taxes other than income Taxes; (iv) any Liability relating to or arising under or in connection with any litigation of the type described in Section 5.11 hereof (without regard to the Material Adverse Effect qualification set forth herein in Section 5.11 hereof or the limitation of such representation to the date hereof); (v) except as provided in Section 2.3(a)(iii), (v) or (vi), any Liability of any Seller relating to or arising under or in connection with any Seller Employee Benefit Plan or in respect of any current or former employee of any Seller, including any Seller Employee or relating to or arising either in connection with any actual or constructive termination of the employment of any such Seller Employee with any Seller and in any transaction bonus or other compensation payable as a result of the Sale Order effective consummation of the transactions contemplated hereby; (vi) any obligation or liability under WARN for employees of any Seller, including the Seller Employees, relating to the transactions contemplated hereby as a result of actions by Sellers as of the Closing, Purchaser shall irrevocably assume from each or liabilities under COBRA for any Seller Employees; STARBURST ASSET PURCHASE AGREEMENT (and from and after vii) any obligation or liability to the Closing pay, perform, discharge, extent attributable to an Excluded Asset except as provided for in Section 2.4(c) hereof; (viii) any obligation or otherwise satisfy liability of any Seller with respect to any Retained Beneficial Contract except as expressly set forth in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver Section 2.4(c) hereof; (ix) any obligation or liability related to Purchaser, only the following Liabilities, without duplication any Intercompany Agreement; (collectively, the “Assumed Liabilities”): x) any obligation or liability related to (a) all Liabilities any indebtedness for borrowed money or (b) any guaranty, endorsement or securitization; (xi) other than the Assumed Liabilities, any Liability arising out of or relating to from the ownership and operation or use of the Acquired Assets, Assigned Contracts Assets or Acquired Businesses, arising at or after the Petition Date that are due and payable after conduct of the Business before the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);Date; and (bxii) all Liabilities (i) in respect of Transferred Employees arising at any channel incentives or after other distribution discounts attributable to the period prior to the Closing and Date (ii) assumed except to the extent funded by Purchaser Sellers pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”8.9(b);). (d) any Liability for Taxes (including the payment thereof) attributable Each Seller agrees to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewpay, certain customer deposits to be identified by the Parties in good faith perform and discharge prior to the Closing, all Liens except for Permitted Liens.

Assumption of Certain Liabilities. On the terms and subject (a) Subject to the conditions satisfaction or waiver of all of the closing obligations set forth herein and in the Sale Order effective Article 7 hereof, as of the ClosingClosing Date, Purchaser shall irrevocably Buyer will assume from each Seller (and from and discharge all Liabilities directly relating to the Acquired Assets which Liabilities arise directly out of events first occurring or conditions first existing on or after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Date (collectively, the “Assumed Liabilities”):). (ab) all The Assumed Liabilities shall not include the “Excluded Liabilities”, which term means any Liability of a Seller which is not expressly an Assumed Liability, including but not limited to the following Liabilities: (1) any Liability not relating to or not arising out of the Business or relating to the ownership and operation of the Acquired Assets, Assigned Contracts including any Liability exclusively relating to or Acquired Businesses, exclusively arising at out of the Excluded Assets; (2) any Liability of Sellers for Taxes (except as provided for in Section 2.3(c) or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closingconstituting Cure Amounts); (b3) all indebtedness of a Seller for borrowed money, all accounts payable of a Seller (except for Cure Amounts), and any claims against Sellers that are not Assumed Liabilities; (4) all Liabilities (i) in respect of Transferred Employees arising at Sellers under this Agreement or after any Related Agreement and the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;transactions contemplated hereby or thereby; or (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d5) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for of a taxable period (Seller or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingany of its Affiliates under any Employee Benefit Plan.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein of this Agreement (and in (x) subject to Section 2.03 with respect to references to the Sale Order Closing or Closing Date and (y) without limiting Purchaser's rights under Section 8.01), Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Purchaser shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserdischarge when due, only the following Liabilitiesliabilities, without duplication obligations and commitments of the Seller Group (collectively, the “"Assumed Liabilities”):"), other than any Excluded Liabilities: (ai) (A) all Liabilities liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts to the extent Purchaser receives the benefits of such Assigned Contracts and only to the extent such liabilities, obligations and commitments relate to the period from and after the Closing, (B) all liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts that are Contracts (including sales orders) involving the obligation of any member of the Seller Group to deliver paper products or by-products for payment (the "Customer Contracts") to the extent Purchaser receives the benefits of such Assigned Contracts and (C) all liabilities, obligations and commitments relating to pre-Closing performance (other than liabilities, obligations or commitments relating to the Acquisition or arising from any default by any member of the Seller Group) under the Assigned Contracts (other than Customer Contracts) to the extent Purchaser receives the benefits of such Assigned Contracts, and only to the extent such liabilities, obligations and commitments are reflected in Closing Net Assets in accordance with this Agreement (and then only up to the amount so reflected and only to the extent of the amount of each category of liability set forth on the final statement of Closing Net Assets); (ii) all liabilities, obligations and commitments of any member of the Seller Group payable to trade creditors of the Business, arising in the ordinary course of business, but only to the extent and up to the amounts that should be reflected in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose); (iii) liabilities, obligations and commitments arising under Benefit Plans (as defined in Section 3.18(a)) to the extent expressly provided in Section 5.09; (iv) all liabilities, obligations and commitments to the Business' customers for products manufactured on or prior to the Closing Date by the Business based on damage or quality claims or returns based on claims under the "Potlatch Promise" with respect to the press performance of such products, in each case arising in the ordinary course of business (other than any liability, obligation or commitment that arises because of a breach of this Agreement other than a breach of a representation or warranty) up to an aggregate amount of $400,000 (net of any proceeds to Purchaser from resale of any such products returned to Purchaser); (v) any liability, obligation or commitment to any Continued Employee based on claims made after the Closing Date but arising out of or relating related in part to any injury, disability or similar condition of such Continued Employee that exists or occurs on or prior to the ownership Closing Date (other than any such injury, disability or condition that constitutes a disease or illness or arises (A) to any extent from exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including any Hazardous Materials) by any Continued Employee (as defined in Section 5.09) or any other employee heretofore employed in the Business or (B) because of a breach by Seller of this Agreement or any Ancillary Agreement other than a breach of a representation or warranty) but as to any claim only if the aggregate liabilities, obligations and operation commitments in respect of such claim do not exceed $5,000 and, in any event, only up to an aggregate amount of $100,000 for all such claims and all such liabilities, obligations and commitments; (vi) subject to receipt of all consents from third parties necessary to permit the Acquired Assetsassumption thereof by Purchaser, Assigned Contracts or Acquired Businessesliabilities, obligations and commitments arising at or after under the Petition Date that are Cross-Border Leases to the extent assumed by Purchaser pursuant to Cross-Border Lease Assumptions (as defined in Section 5.24), other than any such liabilities, obligations and commitments (A) due and payable (without giving effect to any grace or notice periods) on or prior to the Closing Date or arising as a result of the Acquisition or any other transaction contemplated by this Agreement or any Ancillary Agreement, (B) arising due to any breach by Seller of this Agreement or any Ancillary Agreement or (C) in respect of which Seller has agreed to provide indemnification pursuant to this Agreement or any Ancillary Agreement; and (vii) the specified other liabilities, obligations and commitments of any member of the Seller Group identified in Schedule 1.03(a)(vii) but only up to the amounts disclosed on such Schedule. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement or any Ancillary Agreement, and regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities, obligations and commitments (the "Excluded Liabilities"), all of which Seller agrees shall be retained and paid, performed and discharged when due by the applicable member of the Seller Group (in each case subject to Section 2.03 with respect to references to the Closing or Closing Date): (i) any liability, obligation or commitment, except as specifically set forth in Section 1.03(a), relating to or arising out of the Business or any Acquired Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing; (ii) any liability, obligation or commitment, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, to the extent arising out of the operation or conduct by Seller or any of its affiliates of any business other than the Business; (iii) any liability, obligation or commitment (A) except as specifically set forth in Section 1.03(a)(i) or Section 1.03(a)(iv), arising out of any actual or alleged breach of, or nonperformance under, any Contract (including any Assigned Contract), prior to the Closing, (B) accruing, or that should be or should have been accrued for in accordance with GAAP (as defined in Section 1.05(d)), under any Assigned Contract with respect to any period prior to the Closing, except to the extent and up to the amounts that should be reflected therefor in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose), or (C) arising on any Contract either (x) required to be listed under any Schedule hereto and not so listed or (y) entered into in violation of this Agreement or any Ancillary Agreement; (iv) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment of any member of the Seller Group arising out of (A) any suit, action (including regulatory action) or proceeding (including under any alternative dispute resolution procedure) ("Proceeding") pending or threatened as of the Closing Date, (B) any Proceeding filed after the Closing to the extent based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing or (including, for C) any actual or alleged violation by any member of the avoidance Seller Group or any of doubt, accounts payable due and payable after their affiliates of any Applicable Law (as defined in Section 3.03) prior to or on account of the Closing; (v) any account payable of any member of the Seller Group to the extent of the amount not included in Closing Net Assets (or not permitted to be included in Closing Net Assets); (bvi) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the distribution to, or ownership or operation by, any member of the Seller Group or any of their affiliates or any other person of any Excluded Asset, or that is associated with the realization of the benefits of any Excluded Asset; (vii) any liability, obligation or commitment for Taxes (as defined in Section 3.16), whether or not accrued, assessed or currently due and payable, (A) of Seller or any Affiliated Group (as defined in Section 3.16) or (B) relating to the operation or ownership of the Business or the Acquired Assets for any Tax period (or portion thereof) ending on or prior to the Closing Date (for purposes of this clause (vii), all Liabilities real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser based upon the number of days of such period included in the pre-Closing Tax period and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date)); (viii) any liability, obligation or commitment for transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby ("Transfer Taxes"); (ix) except as expressly provided in Section 5.09, any liability, obligation or commitment arising under any Benefit Plan; (x) any liability covered by any insurance policy maintained by Seller or any of its affiliates; (xi) except as expressly set forth in Section 1.03(a)(vi), any Indebtedness (as defined in Section 3.08(a)(ix)) that (i) in respect has a term of Transferred Employees arising at less than one year and is owed to lenders (and not trade creditors) or after the Closing and (ii) has a term of greater than one year, including any capitalized leases; (xii) except to the extent specifically assumed by Purchaser pursuant to Section 5.91.03(a)(iv), any liability, obligation or commitment that relates to, or arises out of, products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, including any liabilities arising out of express or implied warranties, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (cxiii) all cure costs required any liability, obligation or commitment relating to be paid or arising out of infringement or misappropriation of Intellectual Property or Technology (other than to the extent relating to or arising out of infringements or misappropriation after Closing relating to Purchaser's use of any Acquired Asset), to the extent relating to or arising out of the operation of the Business or products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (xiv) except to the extent specifically assumed by Purchaser pursuant to section 365 Section 1.03(a)(v), any liability, obligation or commitment, whether now existing or hereafter arising, to the extent such liability, obligation or commitment is in respect of claims arising out of or related to any injury, disease (or illness), disability or any similar condition that exists or occurs on or prior to the Closing Date, or exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including Hazardous Materials) by any person (including any Continued Employee or any other employee heretofore employed in the Business); (xv) except as expressly provided in Section 5.09 or to the extent specifically assumed by Purchaser pursuant to Section 1.03(a)(v), (A) any liability, obligation or commitment to the extent such liability, obligation or commitment relates to, or arises out of, the employment at or prior to Closing and (B) any liability, obligation or commitment that relates to, or arises out of, the termination of the Bankruptcy Code employment at or prior to Closing, of, in each case, any employee or former employee of the Seller Group or any of their affiliates or the Business (including as a result of the transactions contemplated by this Agreement); (xvi) any liability, obligation or commitment that relates to, or that arises out of, any separation agreements listed on Schedule 1.03(b)(xvi) (collectively, the "Separation Agreements"), other than the payment of severance up to the amount that would be due under Section 5.09 in the absence of such agreement; (xvii) any liability, obligation or commitment to any member of the Seller Group or to any affiliate of Seller, except those identified in Schedule 1.03(b)(xvii); (xviii) any liability, obligation or commitment of any member of the Seller Group or imposed on or asserted against Purchaser (x) relating to or arising out of the Railroad CBAs with respect to any act or omission through the Closing or (y) relating to or arising out of the Labor Contracts; (xix) any liabilities, obligations and commitments in respect of costs and expenses incurred by Seller or any of its affiliates or the Business in respect of or relating to this Agreement, including compliance by any member of the Seller Group with the terms hereof, or in connection with the assumption Acquisition and assignment the other transactions contemplated hereby; (xx) all other liabilities, obligations and commitments of any affiliate of Seller other than the Assigned Contracts Acquired Entities; (the “Cure Costs”xxi) without limiting Section 8.01(c), any Pre-Closing Environmental Liability (including Unknown Pre-Closing On-Site Environmental Liabilities (including Minor Pre-Closing On-Site Liabilities)); (dxxii) if the transfer of the Hydroelectric Facility does not occur on the Closing as contemplated by Section 2.03, any Liability for Taxes (including liability, obligation or commitment relating to or arising out of the payment thereof) attributable to ownership or operation of the Acquired Assets for a taxable period (or portion thereof) beginning Hydroelectric Facility, after the Closing Date (as determined pursuant and on or prior to Section 5.11); (e) Transfer Taxesany Hydroelectric Facility Closing; and (fxxiii) subject to Purchaser’s further reviewany liability, certain customer deposits to be obligation or commitment arising out of, based on, or resulting from any of the matters identified by the Parties in good faith prior to the Closingon Schedule 1.03(b)(xxiii).

Assumption of Certain Liabilities. On (a) Purchaser agrees to assume on the terms Closing Date, and subject to pay or perform in accordance with their terms, the conditions set forth herein following fixed and in determinable obligations and liabilities of Seller relating to Seller's Actives Business or the Sale Order effective as of Transferred Assets (collectively the Closing, Purchaser shall irrevocably assume from each Seller "ASSUMED LIABILITIES"): (and i) Seller's obligations arising from and after the Closing payDate to pay when due amounts owing and perform obligations under the Assigned Contracts; provided that, perform, discharge, Purchaser will not assume any obligation or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities liability resulting from or arising out of any default, breach or relating non-performance by Seller prior to the ownership and operation Closing Date under or with respect to any of the Acquired AssetsAssigned Contracts; (ii) the accrued but unpaid expenses arising from the conduct of Seller's Active Business and relating solely to the Transferred Assets (the "ACCRUALS"), Assigned Contracts or Acquired Businessesif any, arising at or after but only to the Petition extent such Accruals are included in the calculation of the Post-Closing Purchase Price Adjustment; and (iii) Seller's obligations to perform repair-or-replace service warranty work on products sold by Seller to the customers of Seller's Actives Business prior to the Closing Date that are due (the "PRE-CLOSING WARRANTY OBLIGATIONS"), subject however to the following: (A) from and payable after the Closing Date, Purchaser shall assume and perform the Pre-Closing Warranty Obligations of Seller; (including, for the avoidance of doubt, accounts payable due B) from and payable after the ClosingClosing Date, Purchaser shall be solely liable for, incur and pay such Pre-Closing Warranty Obligations up to an amount equal to $2,000,000 (said amount to include only the direct labor, material and conversion costs incurred to satisfy or fulfill such Pre-Closing Warranty Obligations, and to exclude any indirect costs, overheads, or corporate charges or allocations) (the "DIRECT WARRANTY COSTS"); (C) if and to the extent that the Direct Warranty Costs incurred by Purchaser to satisfy or fulfill the Pre-Closing Warranty Obligations exceed $2,000,000, in the aggregate and at any future date, then in such event, Seller shall be liable for and shall reimburse to Purchaser one-half (50%) of the amount of such Direct Warranty Costs in excess of $2,000,000 (as more fully hereinafter defined in Section 2.13(b), the "EXCESS DIRECT WARRANTY COSTS"), subject to and in accordance with the provisions of Section 2.13 below. (b) all Liabilities (i) Nothing contained in respect this Section 1.5 or in any instrument of Transferred Employees arising assumption executed by Purchaser at or after the Closing shall be deemed to release or relieve Seller from its representations, warranties, covenants and (ii) assumed by Purchaser agreements contained in this Agreement or in any certificate, schedule, instrument or document executed pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code hereto or in connection herewith, including, without limitation, the obligations of Seller to indemnify Purchaser in accordance with the assumption and assignment provisions of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing8 below.

Assumption of Certain Liabilities. On the terms and subject to the terms and conditions set forth herein of this Agreement and in the Sale Order effective as of the Order, at each Closing, Purchaser Buyer shall irrevocably assume from each Seller (and from and after the Closing agree to pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, discharge when due only the following Liabilities, without duplication Liabilities (collectively, the “Assumed Liabilities”): (ai) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts Business or Acquired Businesses, arising at the ownership of the Assets (whether by leasehold or fee) after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)applicable Effective Time; (bii) all Liabilities (i) in respect of Transferred Employees arising at under or after relating to the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;Store Leases, the (ciii) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability Liabilities for Taxes (including the payment thereof) attributable relating to the Acquired Store Properties, the Corporate Headquarters, the Assets or the Assumed Liabilities for a any taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11)applicable Effective Time; (eiv) Transfer Taxesall Liabilities of each Seller with respect to Permitted Encumbrances or Permitted Liens; and (fv) subject to Purchaser’s further reviewall other Liabilities assumed by Buyer under this Agreement or any other Transaction Document, certain customer deposits to be identified by the Parties in good faith prior including under Section 4.5 (including Assumed Employee Liabilities). Notwithstanding anything to the contrary contained in this Agreement, all Assumed Liabilities which are (a) located at, or otherwise primarily related to, a Store Property shall be transferred and assumed by Buyer hereunder at the Closing for such Store Property, and (b) not located at, or otherwise primarily related to, any Store Property shall be transferred and assumed by Buyer hereunder at the initialInitial Closing.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, HoldCo shall pay, performperform and discharge when due, dischargeand indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following liabilities, obligations and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise satisfy in accordance with their respective terms)and whether due or to become due, and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication of Ashland (collectively, the “Assumed Liabilities”):), other than any Retained Liabilities: (ai) all liabilities, obligations and commitments of Ashland under the Assigned Contracts to the extent such liabilities, obligations and commitments relate to the period from and after the Closing; (ii) all liabilities, obligations and commitments of Ashland under any maleic anhydride product exchange agreements that are reflected in the Statement (as defined in Section 1.05(a)) in accordance with Section 1.05; (iii) all liabilities, obligations and commitments of Ashland to the extent expressly assumed by HoldCo in accordance with Section 4.03; (iv) all Environmental Liabilities (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business and (B) either (x) events occurring or circumstances or conditions arising from and after the Closing, or (y) events occurring or circumstances or conditions arising prior to the Closing, but only, in the case of this clause (B)(y), to the extent set forth in the table below (provided, however, that to the extent the same Environmental Liability is described in both clauses (x) and (y) of this Section 1.03(a)(iv)(B), such Environmental Liability will be apportioned between HoldCo and Ashland in proportion to the extent to which the activities of each party contributed to the cause of the Environmental Liability, taking into account all pertinent factors, including the length of ownership by HoldCo and Ashland of the relevant property during the time of the event or occurrence, or the development of the circumstance or condition, giving rise to the Environmental Liability and the use made of such property by the parties hereto): If written notice (in reasonable detail) of such Environmental Liability is first received by Ashland during the twelve-month period ending on the following anniversary of the Closing Date (provided, however, that with respect to any Environmental Liability arising from any matter referred to in Section 3.11(b) of the Maleic Business Disclosure Letter, Ashland shall be deemed to have received written notice (in reasonable detail) of such Environmental Liability prior to the first anniversary of the Closing Date): Percentage of Environmental Liability described in clause (B)(y) above that will be an Assumed Liability: First through Fifth 0% Sixth 20% Seventh 40% Eighth 60% Ninth 80% If such notice is not received by Ashland on or prior to the ninth anniversary of the Closing Date 100% ; and (v) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arise out of the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business, in each case from and after the Closing. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement, HoldCo shall not assume, and Ashland shall pay, perform and discharge when due, and indemnify HoldCo and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, any liability, obligation or commitment of Ashland or the Maleic Business of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise, and whether due or to become due, except the Assumed Liabilities (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities include: (i) any liability, obligation or commitment of Ashland to the extent arising out of the operation or conduct by Ashland or any of its affiliates of any business other than the Maleic Business; (ii) all accounts payable of Ashland to the extent arising out of the operation or conduct of the Maleic Business prior to the Closing; (iii) any liability, obligation or commitment of Ashland (A) to the extent arising out of any actual or alleged breach by Ashland of, or nonperformance by Ashland under, any Contract (including any Assigned Contract) prior to the Closing or (B) under any Assigned Contract to the extent such liability, obligation or commitment relates to the period prior to the Closing; (iv) any liability, obligation or commitment of Ashland arising out of any warranty claim, suit, action, proceeding, investigation, governmental action or other cause of action or claim associated with or relating to the ownership and operation Maleic Business or the Transferred Assets (a “Claim”) to the extent arising out of actions, omissions or conditions occurring or existing on or prior to the Closing Date; (v) any liability, obligation or commitment of Ashland to the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the Acquired ownership or operation by Ashland of any of the Excluded Assets; (vi) except as otherwise expressly provided in Section 4.03, Assigned Contracts any liability, obligation or Acquired Businessescommitment of Ashland arising under any Maleic Benefit Plan; (vii) any liability, arising at obligation or after commitment of Ashland to any of its divisions, subsidiaries or affiliates; (viii) any liability, obligation or commitment of Ashland or any of its affiliates under any of the Petition Date Transaction Agreements or any of the Ancillary Agreements; (ix) the amount, if any, equal to the aggregate book value (as of the Closing Date) of all Receivables that are due and payable not collected after the Closing Date and remain outstanding for a period of more than 60 days after their respective due dates (includingas reflected in the books and records of the Maleic Business) notwithstanding that HoldCo has made reasonable efforts to collect such Receivables, which amount shall be promptly paid by Ashland to HoldCo and, until paid, shall be deemed for all purposes of this Agreement to be a Retained Liability; provided, however, in the avoidance event any one or more of doubtthe Receivables become Retained Liabilities under this clause (ix), accounts payable due promptly following Ashland’s payment to HoldCo with respect to such Receivables under this clause (ix), HoldCo shall assign all of its rights, title and payable after interests in, to and under such Receivables and, to the Closing);extent HoldCo thereafter receives any payments from the relevant customers on account of such Receivables, HoldCo shall promptly forward such payments to Ashland; and (bx) all any Environmental Liability arising out of events occurring or circumstances or conditions arising prior to the Closing except for Environmental Liabilities that are Assumed Liabilities pursuant to Section 1.03(a)(iv); provided, however, an Environmental Liability that otherwise would be considered a Retained Liability under this Section 1.03(b)(x) shall be an Assumed Liability and shall not be a Retained Liability if the event, circumstance or condition that gave rise to such Environmental Liability (iA) is the result of a change in respect of Transferred Employees arising at or use after the Closing and Date of (iix) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 any portion of the Bankruptcy Code in connection with the assumption and assignment Premises consisting of the Assigned Contracts parcels of real property on which the maleic anhydride plant located in ▇▇▇▇, West ▇▇▇▇▇▇▇▇ (the “Cure CostsPlant”); ) is located (dwhich parcels are identified as such in Section 3.03 of the Maleic Business Disclosure Letter) to a use substantially unrelated to the use of such Premises as of the Closing Date or (y) any Liability for Taxes other portion of the Premises to a use other than an industrial use or (including the payment thereofB) attributable to the Acquired Assets for was discovered as a taxable period (result of a Phase II or portion thereof) beginning other intrusive sampling, testing or investigation conducted after the Closing Date (collectively, “Environmental Tests”) except for Environmental Tests undertaken (x) to respond to, investigate, or otherwise remediate environmental conditions or contamination that are on the Closing Date in violation of the standards imposed by applicable Environmental Laws (as determined defined in Section 3.11(b)), (y) as required by Environmental Laws or in response to an inquiry, request, claim or demand by a Governmental Entity or as a reasonable response to any claim or demand by any other person that is not an affiliate of HoldCo or (z) in connection with a condition first discovered as a result of construction activities commencing after the Closing Date at, on or beneath the Premises, so long as such construction activities are undertaken in connection with (1) with respect to any portion of the Premises consisting of the parcels of real property on which the Plant is located, a use substantially related to the use of such Premises as of the Closing Date or (2) with respect to any other portion of the Premises, an industrial use of such Premises. (c) HoldCo shall acquire the Transferred Assets free and clear of all liabilities, obligations and commitments of Ashland, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens (as defined in Section 6.01(b)) and other than any Lien pursuant to Section 5.11the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Marathon Parties or their affiliates (and not of any of the Ashland Parties or their affiliates); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms and subject to the terms and conditions set forth herein and in the Sale Order effective of this Agreement, as of the Closing, Purchaser shall irrevocably assume from each Seller (and from agree to pay and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only discharge when due solely the following LiabilitiesLiabilities of Seller, without duplication to the extent that they are not Excluded Liabilities (collectively, the “Assumed Liabilities”): (a) all 1. Liabilities arising out of or relating to Seller under Included Contracts that, by the ownership terms of such Included Contracts, arise and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or accrue after the Petition Date that Closing, relate to periods following the Closing and are due by their terms to be observed, paid, discharged, and payable after performed following the Closing (includingin each case not resulting in whole or in part from, for arising out of, relating to, in the avoidance nature of, or caused by any Breach of doubtContract, accounts payable due and payable after the ClosingBreach of warranty, tort, strict liability, infringement, Hazardous Materials, or Breach of Law); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and 2. Liabilities of Seller for those bona fide trade accounts payable, accrued payroll (f) subject to Purchaser’s further reviewprovided, certain customer deposits to be identified by however, in no event shall Purchaser assume any payroll Tax Liabilities of Seller), accrued vacation wages or accrued expenses that are reflected on the Parties face of the Balance Sheet (rather than any notes thereto), or have arisen and accrued after the date of the Balance Sheet until the Closing (and remain unpaid as of Closing), in good faith prior each case to the Closingextent they were incurred in the Ordinary Course to non-Affiliates and are current Liabilities of Seller that are included in the calculation of Final Closing Net Working Capital (in each case not resulting in whole or in part from, arising out of, relating to, in the nature of, or caused by any Breach of Contract, Breach of warranty, tort, strict liability, infringement, Hazardous Materials, or Breach of Law).

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Merger Sub shall assume, effective as of the Closingconsummation of the Contribution, Purchaser shall irrevocably assume from each Seller (and from and after the Closing consummation of the Contribution, Merger Sub shall pay, performperform and discharge when due, dischargeall liabilities and obligations of any nature, or otherwise satisfy claims of such liability or obligation, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown ("Liabilities") arising out of or relating to (in accordance with their respective termseach case at any time prior to, on or after the consummation of the Contribution) the Merger Sub Acquired Businesses, other than the Excluded Liabilities (the "Merger Sub Assumed Liabilities"), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only including the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):following: (ai) all Liabilities arising out of or related to the operation of the Merger Sub Acquired Businesses arising at any time prior to, on or after the consummation of the Contribution, including all Liabilities to the extent arising out of or relating to the ownership and operation manufacture, distribution or sale of any products or services of the Merger Sub Acquired AssetsBusinesses at any time prior to, Assigned Contracts or Acquired Businesses, arising at on or after the Petition Date that are due and payable after consummation of the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Contribution; (bii) all Liabilities (i) in respect of Transferred Employees arising under the Assigned Contracts relating to the Merger Sub Acquired Businesses which arise at any time prior to, on or after the Closing and consummation of the Contribution; (ii) assumed by Purchaser pursuant to Section 5.9; (ciii) all cure costs required Liabilities to be paid pursuant to section 365 the extent, and as of the Bankruptcy Code date, set forth in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Employee Benefits Agreement; (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms Closing Date, Buyer shall execute and subject deliver to Seller the conditions set forth herein Assignment and in the Sale Order effective as of the ClosingAssumption Agreement, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such pursuant to which Seller shall irrevocably transferconvey, assign, conveyand transfer to Buyer, and deliver Buyer shall assume and agree to Purchaserpay, perform and discharge when due, only the following Liabilities, without duplication Liabilities (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): (a) all Liabilities arising out of or relating with respect to the ownership and operation of Purchase Orders or the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at to be performed by the Business on or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Date; (b) all the Liabilities (i) in respect of Transferred Employees arising at or after the Closing under the terms of the Assigned Contracts, but only to the extent that such Liabilities relate to the period from and (ii) assumed after the Closing, provided that the Assumed Liabilities shall not include any Liability for breaches by Purchaser pursuant Seller of such Assigned Contracts occurring prior to Section 5.9the Closing; (c) all cure costs required the Liabilities with respect to be paid the Transferred Employees assumed by Buyer pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Section 6.6 hereof; (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined Liabilities assumed by Buyer pursuant to (i) the final sentence of Section 5.11)6.3(a) and (ii) Section 6.13 hereof; (e) Transfer Taxesall Liabilities for warranty claims arising in respect of products of the Business shipped or sold after the Closing; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by any Liabilities arising in connection with the Parties in good faith prior to ownership of the Assets and/or the conduct of the Business after the Closing.

Assumption of Certain Liabilities. On Subject to the terms and subject conditions hereof, Newco agrees at Closing to assume the conditions set forth herein and in the Sale Order effective as following liabilities of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):Seller: (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Accounts payable; (b) all Liabilities (i) in respect Other current liabilities set forth on the Working Capital Statement and included within the computation of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;Working Capital; and (c) all cure costs required to be paid pursuant to section 365 of Obligations arising after Closing under the Bankruptcy Code in connection with Contracts, other than the assumption and assignment of the Assigned Excluded Contracts (the liabilities referred to in paragraphs (a) through (c) of this Section shall be collectively referred to as the “Cure CostsAssumed Pre-Closing Liabilities”); . Except as set forth above and as set forth in Section 7.2, Newco shall not assume any liabilities, obligations or undertaking of the Seller of any kind or nature whatsoever. Without limiting the generality of the foregoing, Newco specifically disclaims assumption of: (a) any liability relating to or rising out of the CPChem Resin Recall; (b) any Tax liabilities, penalties, interest or obligations of the Seller or any of its Affiliates (except insofar as Newco may be considered to be responsible for such liabilities, penalties, interest or other obligations prior to the sale of the Interest to the Purchaser (as described in Section 2.5 below) by reason of being a disregarded entity and thus part of the Seller for federal and any applicable state tax purposes); (c) any current or long term liability or obligation of the Seller or any of its Affiliates with respect to indebtedness for borrowed money; (d) any Liability for Taxes (including the payment thereof) attributable Environmental, Health and Safety Liabilities relating to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); Tulsa Real Estate; and (e) Transfer Taxes; and (f) subject any liabilities or obligations, including any accounts payable, of the Seller owed to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingany Affiliates.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in subject to the entry and terms of the Sale Order Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1, (a) Solaris Borrower shall irrevocably assume from Sunnova Solstice Borrower, LLC and from and after the Closing, shall pay, perform, discharge, or otherwise satisfy in accordance with its terms, and Sunnova Solstice Borrower, LLC shall irrevocably transfer, assign, convey, and deliver to Solaris Borrower, the KKR Term Loan Agreement and (b) Asset Purchaser shall irrevocably assume from each Seller Sellers (or with respect to Taxes, if applicable, from such Seller’s applicable Affiliate), and from and after the Closing Closing, pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers (or with respect to Taxes, if applicable, a Seller’s applicable Affiliate) shall irrevocably transfer, assign, convey, and deliver to Asset Purchaser, only the following LiabilitiesLiabilities (which shall exclude any such Liabilities which are Liabilities for Taxes except as set forth in clause (c)), without duplication and only to the extent not paid on or prior to the Closing (collectively, the “Purchaser Assumed Liabilities” and, together with the KKR Term Loan Agreement, the “Assumed Liabilities”): ), subject to Section 1.5: (a) all Liabilities arising out and obligations of or relating to Sellers under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are become due from and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after excluding any Liabilities arising from or relating to any breaches under such Assigned Contract prior to the Closing); ; (b) all Liabilities arising under Environmental Laws related to the Business or any of the Acquired Assets (iand the ownership or use thereof) in respect solely to the extent such Liabilities are required by Applicable Law (including Environmental Laws) and Permits to be a Liability of Transferred Employees arising at Purchaser as owner or after operator of the Closing and Acquired Assets (ii) assumed by Purchaser pursuant to Section 5.9; the “Assumed Environmental Liabilities”); (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability Liabilities for Taxes (including the payment thereof) attributable with respect to the Acquired Assets for a any taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer TaxesDate; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.7

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Buyer shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and and, from and after the Closing Closing, Buyer shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, discharge when due only the following Liabilitieswritten obligations and written commitments of Seller expressly set forth in the written agreements specifically listed in Section 1.03(a) of the Seller Disclosure Schedule (collectively, without duplication the “Assigned/Assumed Contracts”) (collectively, the “Assumed Liabilities”):). (ab) Notwithstanding Section 1.03(a) or any other provision of this Agreement or any Ancillary Document, and regardless of any disclosure or disclosure schedule to Buyer, neither Buyer nor any of its subsidiaries or other affiliates shall assume any of the following liabilities, obligations and commitments of Seller or any NonSeller Subsidiary (collectively, the “Excluded Liabilities”), all Liabilities of which shall be retained and paid, performed and discharged when due by Seller or any NonSeller Subsidiary, as applicable: (i) any liability, obligation or commitment of Seller or any NonSeller Subsidiary relating to or arising out of any Acquired Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, arising out of or relating resulting from any fact, circumstance, occurrence, condition, act or omission existing or arising on or occurring prior to the ownership and operation Closing, other than (a) written obligations or written commitments of Seller set forth in the Assigned/Assumed Contracts (that are customer Contracts with a deferred revenue provision) set forth in Section 1.03(a) of the Acquired Assets, Assigned Seller Disclosure Schedule solely to the extent arising under such Assigned/Assumed Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing Date to support, maintain or repair any products or services sold by Seller prior to the Closing Date, including such warranty obligations arising from such Assigned/Assumed Contracts (includingthe “Support Obligations”), (b) written cash commitments under the Sequence Design, Inc. Year 2009 Sales Incentive Compensation Plans for all Sales Personnel and FAEs to Seller’s sales personnel and FAEs and third parties solely to the avoidance extent set forth in such Assigned/Assumed Contracts set forth in Section 1.03(a) of doubt, accounts payable due and payable the Seller Disclosure Schedule arising after the ClosingClosing Date based on product sales of Seller made prior to the Closing Date and more fully set forth in an appendix to the Seller Disclosure Schedule, provided that the cash commitments shall be reduced by the cash received by Seller or the Seller Subsidiaries prior to the Closing Date from customers, in which case, Seller shall be responsible for said commissions and (c) written royalty obligations set forth in the Verific Software License Agreement dated September 3, 2003, the Pextra Embedded Technology License Agreement dated November 3, 2006, and the Concept Engineering License Agreement dated February 10, 2007 solely for those royalty obligations attached to accounts receivable to be acquired on the Closing Date by the Buyer and more fully set forth in an appendix to the Seller Disclosure Schedule (provided further that such cash royalty obligations shall be reduced by the cash received by the Seller or the Seller Subsidiaries prior to the Closing Date from customers, in which case the Seller shall be responsible for said royalty obligations); (bii) all Liabilities any liability, obligation or commitment of Seller (iincluding the NonSeller Subsidiaries) in (A) arising out of any actual or alleged breach by Seller (including the NonSeller Subsidiaries) of, or nonperformance by Seller (including the NonSeller Subsidiaries) under, any Contract prior to the Closing, or (B) accruing under any Assigned/Assumed Contract with respect to any period prior to the Closing; (iii) any liability, obligation or commitment arising out of Transferred Employees arising at (A) any suit, action or proceeding pending or threatened as of the Closing Date, whether brought prior to, on or after the Closing and Date or (iiB) assumed any actual or alleged violation by Purchaser pursuant Seller (including the NonSeller Subsidiaries) or any of its affiliates of any applicable statute, law, ordinance, decree, order, rule, judgment, bylaw, clearances, directive, guideline, policy, requirement, government restriction or regulation (collectively, “Law”) prior to Section 5.9the Closing; (civ) any liability, obligation or commitment of Seller or any NonSeller Subsidiary that relates to, or that arises out of, any Excluded Asset, or that arises out of the distribution to, or ownership by, Seller or any NonSeller Subsidiary of any Excluded Asset or associated with the realization of the benefits of any Excluded Asset; (v) any liability, obligation or commitment for all cure costs required (A) domestic and foreign federal, state, county, local and municipal taxes, assessments, duties or similar charges of any kind whatsoever, including all corporate, franchise, income, sales, use, ad valorem, receipts, value-added, profits, license, withholding, employment, excise, property, net worth, capital gains, transfer, stamp, documentary, social security, payroll, environmental, alternative minimum, occupation, recapture, registration and other taxes, and including any interest, penalties and additions imposed with respect to be paid such amounts; (B) liability for the payment of any amounts of the type described in clause (A) as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group; and (C) liability for the payment of any amounts as a result of an express or implied obligation, pursuant to section 365 an agreement or otherwise, to indemnify any other person with respect to the payment of any amounts of the Bankruptcy Code type described in clause (A) or (B) (the amounts of the type described in clauses (A), (B) and (C) being hereinafter called the “Taxes”), whether or not accrued, assessed or currently due and payable, (x) of Seller, the NonSeller Subsidiaries and any of their respective affiliates or (y) relating to the Acquired Assets or the Assumed Liabilities for any tax period (or portion thereof) ending on or prior to the Closing Date; (vi) any liability, obligation or commitment for the aggregate amount of all fees and expenses incurred by Seller, any NonSeller Subsidiary or either Seller Subsidiary (including the fees and expenses of legal counsel, and fees and expenses of any accountant, auditor, broker, financial advisor or consultant retained by or on behalf of Seller, any NonSeller Subsidiary or either Seller Subsidiary) arising from or in connection with this Agreement or the assumption and assignment Ancillary Documents or the transactions contemplated hereby or thereby or the liquidation or dissolution of Seller or any NonSeller Subsidiary following the Assigned Contracts Closing (collectively, the “Cure Transaction Costs”); (dvii) any Liability for Taxes liability, obligation or commitment of Seller to any of its affiliates, including the NonSeller Subsidiaries or any liability, obligation or commitment of any Seller Subsidiary to Seller or any NonSeller Subsidiary; (viii) any Indebtedness; (ix) any liability, obligation or commitment relating to (A) the employment or termination of employment of any Participant with Seller, any NonSeller Subsidiary or a Seller Subsidiary (provided such termination of a Participant of a Seller Subsidiary occurs prior to or on the Closing Date) or (B) the receipt by any Participant of benefits from Seller or any of its affiliates or pursuant to any Benefit Plan or Benefit Agreement; (x) any other liability, obligation or commitment as and to the extent such liability, obligation or commitment is or is not reflected on the face of the Financial Statements or Recent Financial Statements (including any such liabilities that relate to, or arise out of, the Assigned/Assumed Contracts or any such liabilities, obligations or commitments relating to any express or implied warranties, other than Seller’s (including the payment thereofSeller Subsidiaries’) attributable written obligations or written commitments for the Support Obligations) and regardless of whether or not any claims made with respect thereto are made prior to, on or after the Closing Date; (xi) accounts payable accrued with respect to the Acquired Assets conduct of the business of Seller (including the NonSeller Subsidiaries) prior to the Closing Date; (xii) any liabilities or obligations of Seller or the NonSeller Subsidiaries incurred, arising from or out of or in connection with this Agreement or the Ancillary Documents or the events or negotiations leading up to this Agreement or the Ancillary Documents; (xiii) any claims related to Intellectual Property matters, including misappropriation of trade secrets, ownership or infringement; (xiv) any liability under any Benefit Agreement at any time maintained, contributed to or required to be contributed to by or with respect to Seller or any NonSeller Subsidiary or under which Seller or any NonSeller Subsidiary may incur liability, or any contributions, benefits or liabilities therefore, or any liabilities with respect to Seller’s or its affiliates’ withdrawal or partial withdrawal from or termination of any Benefit Agreement; (xv) any liability under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any similar state statute (“COBRA”); (xvi) any liability of Seller or its affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation; (xvii) any liability of Seller or any NonSeller Subsidiary for a taxable period payroll obligations and/or severance and/or paid time and/or mandatory or customary payment and/or expense accounts and/or benefit and/or entitlement for employees of Seller or any NonSeller Subsidiary; (xviii) any liability, obligation or portion thereof) beginning after commitment of Seller or the NonSeller Subsidiaries that relates to, or that arises or exists out of, products manufactured, shipped or sold by or on behalf of Seller or any of its affiliates, including the NonSeller Subsidiaries, on or prior to the Closing Date (as determined pursuant including environmental or health and safety claims, claims of negligence, personal injury, product damage, product liability, product warranties, promotional obligations, strict liability, product recall or any other claims (including workers’ compensation, employer’s liability or otherwise)), other than Seller’s written obligations or written commitments for the Support Obligations, whether such liability, obligation or commitment relates to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewor arises out of accidents, certain customer deposits to be identified by the Parties in good faith injuries or losses occurring on or prior to or after the ClosingClosing Date.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of (a) At the Closing, Purchaser Buyer shall irrevocably assume from each Seller all the following liabilities (and from and the "ASSUMED LIABILITIES"): (i) the assumption of liabilities under the Assumed Contracts to the extent that such liabilities arise after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and to the extent such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only liabilities are based on the following Liabilities, without duplication (collectively, the “terms of such Assumed Liabilities”):Contracts. (aii) all Liabilities arising out the assumption of or relating customer service requirements represented as "deferred revenue" on the Balance Sheet up to a maximum amount of $ (iii) the ownership assumption by Buyer of that certain original lease dated May 4, 1995 with Koge▇ ▇▇▇ity, Incorporated (having an initial occupancy date of July 1, 1995) at the rate currently in effect thereunder and operation of for a period no longer than the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after leasehold interest currently held by Seller pursuant thereto (the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing"FACILITIES LEASE");. (b) all Liabilities (i) in respect Except for the Assumed Liabilities, Buyer shall not assume nor be liable for, nor shall Buyer be deemed to have assumed or to be liable for, any other liabilities or obligations of Transferred Employees Seller, fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, whether arising at prior to, on or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;Closing. (c) all cure costs required to be paid pursuant to section 365 The assumption by Buyer of the Bankruptcy Code in connection Assumed Liabilities shall not enlarge any rights or remedies of any third parties under any contracts or arrangements with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable Seller, except to the Acquired Assets for a taxable period (extent the other party or portion thereof) beginning after the Closing Date (as determined pursuant parties to Section 5.11); (e) Transfer Taxes; and (f) subject an Assumed Contract may become able to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingenforce such obligations against Buyer.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing payshall perform and discharge when due, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only all of Seller's maintenance obligations under the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating Assigned Contracts to the ownership extent such obligations relate to the period from and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);. For the assumption of such maintenance obligations, Seller shall pay Purchaser at the Closing, five hundred thirty thousand and two hundred and sixty dollars ($530,260) which is a pro-rata portion of all maintenance fees paid, payable or due to Seller from users of Sleuth for maintenance services under any Assigned Contract with respect to the calendar year 1999 and thereafter. The liabilities, obligations and commitments of Seller that Purchaser is assuming pursuant to Sections 1.03(a) and 1.03(b) of this Agreement are referred to herein as the "Assumed Liabilities". (b) all Liabilities (iIn addition to the liabilities assumed under Section 1.03(a) in respect above, upon the terms and subject to the conditions of Transferred Employees arising at or this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform and (ii) assumed by Purchaser pursuant discharge when due, all liabilities, obligations and commitments of Seller under the Assigned Contracts and Assigned Permits to Section 5.9the extent such liabilities, obligations and commitments relate to the period from and after the Closing; (c) all cure costs required Except as expressly set forth in this Agreement, or in any other agreements executed and delivered with this Agreement (the "Ancillary Agreements"), and regardless of any disclosure to be paid pursuant to section 365 Purchaser, Purchaser shall not assume any of the Bankruptcy Code in connection with the assumption following liabilities, obligations and assignment commitments of the Assigned Contracts Seller (the “Cure Costs”"Excluded Liabilities"); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to all of which shall be identified retained and paid, performed and discharged when due by the Parties in good faith prior to the Closing.Seller. The term "Excluded Liability" means:

Assumption of Certain Liabilities. On (a) With the terms exception of those liabilities expressly assumed by Buyer in accordance with the provisions of subparagraph 3(b) (the "Liabilities"), Buyer does not assume and subject shall in no event be liable for any debts, liabilities or obligations of Seller, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise. Without limiting the foregoing, Buyer does not assume (i) any liability for Taxes (as hereinafter defined) payable for any periods prior to and including the Closing Date, (ii) any long term or bank debt, (iii) except and to the conditions set forth herein extent reflected on the Closing Balance Sheet (as hereinafter defined), any liability or obligation to any employee, director, officer or Stockholders, including without limitation, any liability in connection with any Employee Benefit Plan (as hereinafter defined), (iv) any liability or obligation for brokerage commissions, finders' fees or professional services of any kind incurred in connection with the negotiation and in execution of this Agreement and the Sale Order effective as consummation of the Closingtransactions contemplated hereby, Purchaser shall irrevocably assume from each Seller and (v) any liability or obligation arising as a result of, or which existence constitutes, a breach of any of Seller's or Stockholders' representations or warranties contained in this Agreement. (b) Buyer hereby assumes only the following liabilities and obligations of Seller: (i) liabilities and obligations arising from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only Date under the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):Contracts, (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption liabilities and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after obligations specifically reflected on the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; Balance Sheet, and (fiii) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingall other liabilities listed on Schedule 3(b)(iii).

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following LiabilitiesLiabilities of Seller arising out of or related to the operation or conduct of the Business, without duplication arising prior to the Closing (collectively, the “Assumed Liabilities”): (ai) all accounts payable of the Seller arising from the operation of the Business to the extent included in the calculation of Closing Net Working Capital excluding all intra-company accounts payable; (ii) all Liabilities arising out under the Assigned Permits and the Assigned Contracts other than (A) Liabilities that are related to a breach or failure to perform by Seller, (B) Liabilities pursuant to Contracts that are not listed on Schedule 4.08 that do not represent ordinary course obligations of the business consistent with past practice, and (C) Liabilities that arise or result from the consummation of the transactions contemplated hereby; (iii) all Product Liabilities; (iv) all Assumed Environmental Liabilities; (v) the Liabilities expressly assumed by Purchaser relating to the ownership and operation of Acquired Business Employees to the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closingextent set forth in Section 6.09(g); (vi) accrued expenses arising from the ordinary course operation of the Business to the extent included in the final calculation of Closing Net Working Capital (including but not limited to accrued real estate taxes related to the ▇▇▇▇▇▇▇ Facility); and (vii) effective on the eighth (8th) anniversary of the Closing Date if Seller and its Affiliates have complied in all material respects with Seller’s and its Affiliates’ obligations described in Section 6.20, the costs of, and obligations relating to, the Retained Environmental Liabilities. (b) all Other than those Liabilities specifically identified as the Assumed Liabilities, Purchaser shall not assume, or otherwise be liable for, any of the Liabilities of Seller, the Business or the Acquired Assets (collectively, the “Excluded Liabilities”). The Excluded Liabilities include, without limitation: (i) in respect any Liability relating to or arising out of Transferred Employees arising at the operation or after conduct by Seller or any of its Affiliates of any business other than the Closing and Business; (ii) subject to Purchaser’s obligation in Section 9.09, any Liability for Asbestos Claims and Hearing Loss Cases; (iii) the Excluded Litigation Matters; (iv) any accounts payable of Seller to the extent not included in Closing Net Working Capital (as defined in Section 2.05(a)); (v) any Liability that relates to, or that arises out of, any Excluded Asset; (vi) any Liability for Taxes, whether or not accrued, assessed or currently due and payable, of Seller, whether or not relating to the operation or ownership of the Business other than Taxes described in Section 2.03(a)(vi) and other Taxes, if any, included in the final calculation of Closing Net Working Capital; (vii) until assumed by Purchaser pursuant to Section 5.92.03(a)(vii), the costs of, and obligations relating to, the Retained Environmental Liabilities; (viii) any Liability of Seller expressly retained by Seller pursuant to Section 6.09 hereof; and (ix) any Liability arising under or in connection with any employee benefit plan, program or arrangement of any kind (including, without limitation, any employee benefit plan as defined under Section 3(3) of ERISA) maintained or contributed to by Seller or any ERISA Affiliate or with respect to which Seller or any ERISA Affiliate has any actual or potential Liability, including without limitation the Seller Pension Plans and the Seller Benefit Plans. (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to Purchaser shall acquire the Acquired Assets for a taxable period (free and clear of all Liabilities of Seller, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens. Seller shall pay or portion thereof) beginning after otherwise discharge, when due, the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingExcluded Liabilities.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the issuance of the Term Loans in accordance with Section 2.1, Purchaser shall irrevocably assume from each Seller (and or with respect to Taxes, if applicable, from such Seller’s applicable Affiliate) (and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and Sellers (or with respect to Taxes, if applicable, from such Seller Seller’s applicable Affiliate) shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities (and no other Liabilities, which other Liabilities shall be retained by Sellers), without duplication and only to the extent not paid, performed, discharged or otherwise satisfied on or prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating Cure Costs in an amount not to exceed $1,400,000 (the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing“Assumed Cure Costs”); (b) all Liabilities (i) in respect and obligations of Transferred Employees any Seller under the Assigned Contracts and any Acquired Lease solely to the extent first arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9and, for the avoidance of doubt, excluding any Excluded Rebate Liability; (c) all cure costs required to be paid pursuant to section 365 Liabilities arising out of the Bankruptcy Code in connection with the assumption and assignment conduct of the Assigned Contracts (Business or the “Cure Costs”)ownership or operation of the Acquired Assets or the Business, in each case, by Purchaser on or after the Closing Date; (d) all trade payables of Sellers to non-Affiliated third parties in connection with the Business existing on the Closing Date that remain unpaid and are not delinquent as of the Closing Date and incurred in the Ordinary Course and other Liabilities of Sellers of the types included in the definition of Closing Working Capital but not including any Excluded Rebate Liability or any Liabilities to the extent relating to or otherwise arising, whether before, on or after the Closing, under any of the Excluded Contracts (collectively, the “Assumed Current Liabilities”; (e) all recoupment obligations of any Seller under any Assigned Contracts or Excluded Contracts solely to the extent related to claims by any pharmaceutical drug manufacturer or Group Purchasing Organizations pursuant to any Assigned Contract, or Excluded Contract, for the recoupment of any Rebate Assets (collectively, the “Assumed Rebate Liability”), but excluding any Liabilities related to any billed and unbilled manufacture rebate receivable related to the business of EIC; (f) without duplication: (i) all Liabilities for Taxes (including the payment thereof) attributable with respect to the Acquired Assets Assets, the Business, or the Transferred Employees for a any taxable period (or portion thereof) beginning after the Closing Date Date, and (as determined ii) all Transfer Taxes pursuant to Section 5.11)9.1; (eg) Transfer Taxesall Liabilities relating to the Transferred Employees that arise after the Closing Date; and (fh) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior all Liabilities relating to the Closingtermination of Scheduled Employees who do not receive a Transfer Offer from Purchaser in compliance with Section 6.3(a).

Assumption of Certain Liabilities. On the terms and subject (a) Purchaser agrees to the conditions set forth herein and in the Sale Order effective assume, as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after at the Closing payDate, and to pay or perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only each of the following Liabilities, without duplication obligations of Seller (collectively, the “"Assumed Liabilities”"): (ai) Seller's accrued obligations for current year vacation and holiday pay as of the Closing Date as listed on Schedule 1.5(a)(i), but only in respect of those employees who accept employment with Purchaser immediately following the Closing; (ii) all Liabilities obligations under the Assigned Contracts (but specifically excluding any obligation or liability arising out of from any default or relating non-performance by Seller prior to the ownership and operation Closing Date); and (iii) those obligations of Seller to be prorated pursuant to Paragraph 1.8 for which Purchaser is given a credit against the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);Purchase Price. (b) all Liabilities (i) Nothing contained in respect this Paragraph 1.5 or in any instrument of Transferred Employees arising assumption executed by Purchaser at or after the Closing shall be deemed to release or relieve Seller or Shareholder from their respective representations, warranties, covenants, agreements and (ii) assumed by Purchaser indemnities contained in this Agreement or any certificate, schedule, instrument, document or agreement executed pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code hereto or in connection herewith, including without limitation, the obligations of Seller and Shareholder to provide indemnification in accordance with the provisions of Article 5. Notwithstanding such assumption, nothing contained herein or in any instrument of assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewshall prohibit Purchaser from contesting, certain customer deposits to be identified by the Parties in good faith prior to and at the Closingexpense of Purchaser, the amount, validity or enforceability of any of the Assumed Liabilities.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein of this Agreement, Purchaser and the Cytec Parties shall execute and deliver at the Closing an Assumption Agreement, in the Sale Order effective as form of Exhibit M (the Closing"Assumption Agreement"), pursuant to which Purchaser shall irrevocably assume from each Seller (and from and after the Closing agree to pay, performperform and discharge when due, dischargeall liabilities or obligations whatsoever, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities whether arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at before or after the Closing and whether known or unknown, fixed or contingent, other than the Excluded Liabilities, that relate primarily to or arise primarily out of the operation of the Business (the "Assumed Liabilities"), including: (i) all obligations and liabilities of Parent (which term, for purposes of this Section 2.03(a), shall exclude Cyanamid) or Seller under the Acquired Contracts; (ii) assumed by Purchaser pursuant to Section 5.9all Business Accounts Payable in existence as of the Closing Date; (ciii) all cure costs required to be obligations and liabilities in respect of any and all acrylic fiber or activator sold by the Business at any time, including obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims; (iv) all obligations and liabilities of Parent or Seller in respect of amounts paid pursuant to section 365 by any customer of the Bankruptcy Code Business in excess of amounts owed by such customer; (v) all obligations and liabilities arising as a result of the ownership or occupancy of Parent or Seller, or the operation of the activities conducted at, the Santa Rosa Facility or any Leased Property, other than the Ex▇▇▇▇ed Real Property, including all obligations and liabilities relating to personal injury or Environmental Laws, other than Off-Site Environmental Liabilities and Escambia Bay Liabilities; (vi) all obligations and liabilities of Parent or Seller to or in respect of any current or former employee of the Business, other than any obligations or liabilities arising under or in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Excluded Contracts; (dvii) all the obligations and liabilities arising under or in connection with the Benefit Plans to the extent assumed by Purchaser under Section 5.05; (viii) any Liability obligation or liability for Taxes (including attrib utable to the payment thereof) attributable Business or relating to the Acquired Assets Assets, other than Taxes based on gross receipts, income or profits for a taxable period any periods (or portion portions thereof) beginning after ending on or prior to the Closing Date (as determined and other than Taxes that are the responsibility of any of the Cytec Parties pursuant to Section 5.11); (e) Transfer Taxes5.07; and (fix) subject to Purchaser’s further reviewSection 2.02(c), certain customer deposits all obligations and liabilities arising out of the Business which pertain to be identified by Business Intellectual Property; (x) any Sterling Specified Exposure Liability; and (xi) any Sterling Escambia Bay Liability. Notwithstanding anything contained herein or in the Parties in good faith prior Assumption Agreement to the Closingcontrary, Purchaser shall not be responsible for, and the Assumed Liabilities shall not include, the Excluded Liabilities, all of which the Cytec Parties agree to retain, pay, perform, fulfill, discharge and remain responsible for. Nothing in this Section 2.03(a) or in any Ancillary Agreement is intended to negate or impair the indemnification obligations of the Cytec Parties under Article VIII or elsewhere in this Agreement.

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser agrees, effective as of at the Closing, Purchaser shall irrevocably to assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership lawsuits commenced and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable claims made after the Closing (including, for including claims of patent or other intellectual property infringement) to the avoidance extent resulting from the operation of doubt, accounts payable due and payable the Facility or the ownership of the Purchased Assets after the Closing); (b) all Liabilities resulting from a claim by a third party for money or other compensation (ibeyond the cost of a particular product) in respect of Transferred Employees arising at or injury allegedly due and owing as a result of the operation of the Facility after the Closing Closing, including, without limitation, warranty obligations and (ii) assumed by Purchaser pursuant to Section 5.9irrespective of the legal theory asserted; (c) all cure costs required Liabilities arising after the Closing relating to be paid the operation of the Facility or ownership of the Purchased Assets after the Closing under any contracts, agreements, leases, licenses or commitments that are assigned to Purchaser pursuant to section 365 of Section 2.1 or 2.2 at or subsequent to the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Closing; (d) any Liability all Liabilities to suppliers for Taxes (including the payment thereof) attributable materials and services relating to the Acquired Assets for a taxable period (operation of the Facility ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11)provided thereafter; (e) all Liabilities with respect to Affected Employees arising on or after the applicable Transfer TaxesDate with respect to periods on or after the applicable Transfer Date; (f) all Environmental Liabilities relating to the ownership or operation of the Purchased Assets and the Facility, arising on or after the Closing with respect to periods of ownership or operation by Purchaser on or after the Closing, other than the Excluded Environmental Liabilities; and (fg) subject except as provided in Section 2.5, all other Liabilities arising after the Closing relating to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to ownership or operation of the Purchased Assets and the Facility on or after the Closing.

Assumption of Certain Liabilities. On (a) Upon the terms --------------------------------- and subject to the conditions set forth herein of this Agreement (and in (x) subject to Section 2.03 with respect to references to the Sale Order Closing or Closing Date and (y) without limiting Purchaser's rights under Section 8.01), Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Purchaser shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserdischarge when due, only the following Liabilitiesliabilities, without duplication obligations and commitments of the Seller Group (collectively, the “"Assumed Liabilities”):"), other than any ------------------- Excluded Liabilities: (ai) (A) all Liabilities liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts to the extent Purchaser receives the benefits of such Assigned Contracts and only to the extent such liabilities, obligations and commitments relate to the period from and after the Closing, (B) all liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts that are Contracts (including sales orders) involving the obligation of any member of the Seller Group to deliver paper products or by-products for payment (the "Customer Contracts") to the extent Purchaser receives the benefits of such ------------------ Assigned Contracts and (C) all liabilities, obligations and commitments relating to pre-Closing performance (other than liabilities, obligations or commitments relating to the Acquisition or arising from any default by any member of the Seller Group) under the Assigned Contracts (other than Customer Contracts) to the extent Purchaser receives the benefits of such Assigned Contracts, and only to the extent such liabilities, obligations and commitments are reflected in Closing Net Assets in accordance with this Agreement (and then only up to the amount so reflected and only to the extent of the amount of each category of liability set forth on the final statement of Closing Net Assets); (ii) all liabilities, obligations and commitments of any member of the Seller Group payable to trade creditors of the Business, arising in the ordinary course of business, but only to the extent and up to the amounts that should be reflected in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose); (iii) liabilities, obligations and commitments arising under Benefit Plans (as defined in Section 3.18(a)) to the extent expressly provided in Section 5.09; (iv) all liabilities, obligations and commitments to the Business' customers for products manufactured on or prior to the Closing Date by the Business based on damage or quality claims or returns based on claims under the "Potlatch Promise" with respect to the press performance of such products, in each case arising in the ordinary course of business (other than any liability, obligation or commitment that arises because of a breach of this Agreement other than a breach of a representation or warranty) up to an aggregate amount of $400,000 (net of any proceeds to Purchaser from resale of any such products returned to Purchaser); (v) any liability, obligation or commitment to any Continued Employee based on claims made after the Closing Date but arising out of or relating related in part to any injury, disability or similar condition of such Continued Employee that exists or occurs on or prior to the ownership Closing Date (other than any such injury, disability or condition that constitutes a disease or illness or arises (A) to any extent from exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including any Hazardous Materials) by any Continued Employee (as defined in Section 5.09) or any other employee heretofore employed in the Business or (B) because of a breach by Seller of this Agreement or any Ancillary Agreement other than a breach of a representation or warranty) but as to any claim only if the aggregate liabilities, obligations and operation commitments in respect of such claim do not exceed $5,000 and, in any event, only up to an aggregate amount of $100,000 for all such claims and all such liabilities, obligations and commitments; (vi) subject to receipt of all consents from third parties necessary to permit the Acquired Assetsassumption thereof by Purchaser, Assigned Contracts or Acquired Businessesliabilities, obligations and commitments arising at or after under the Petition Date that are Cross-Border Leases to the extent assumed by Purchaser pursuant to Cross-Border Lease Assumptions (as defined in Section 5.24), other than any such liabilities, obligations and commitments (A) due and payable (without giving effect to any grace or notice periods) on or prior to the Closing Date or arising as a result of the Acquisition or any other transaction contemplated by this Agreement or any Ancillary Agreement, (B) arising due to any breach by Seller of this Agreement or any Ancillary Agreement or (C) in respect of which Seller has agreed to provide indemnification pursuant to this Agreement or any Ancillary Agreement; and (vii) the specified other liabilities, obligations and commitments of any member of the Seller Group identified in Schedule 1.03(a)(vii) but only up to the amounts disclosed on such Schedule. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement or any Ancillary Agreement, and regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities, obligations and commitments (the "Excluded Liabilities"), all of which Seller -------------------- agrees shall be retained and paid, performed and discharged when due by the applicable member of the Seller Group (in each case subject to Section 2.03 with respect to references to the Closing or Closing Date): (i) any liability, obligation or commitment, except as specifically set forth in Section 1.03(a), relating to or arising out of the Business or any Acquired Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing; (ii) any liability, obligation or commitment, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, to the extent arising out of the operation or conduct by Seller or any of its affiliates of any business other than the Business; (iii) any liability, obligation or commitment (A) except as specifically set forth in Section 1.03(a)(i) or Section 1.03(a)(iv), arising out of any actual or alleged breach of, or nonperformance under, any Contract (including any Assigned Contract), prior to the Closing, (B) accruing, or that should be or should have been accrued for in accordance with GAAP (as defined in Section 1.05(d)), under any Assigned Contract with respect to any period prior to the Closing, except to the extent and up to the amounts that should be reflected therefor in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose), or (C) arising on any Contract either (x) required to be listed under any Schedule hereto and not so listed or (y) entered into in violation of this Agreement or any Ancillary Agreement; (iv) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment of any member of the Seller Group arising out of (A) any suit, action (including regulatory action) or proceeding (including under any alternative dispute resolution procedure) ("Proceeding") pending or threatened as of the Closing Date, (B) any ---------- Proceeding filed after the Closing to the extent based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing or (including, for C) any actual or alleged violation by any member of the avoidance Seller Group or any of doubt, accounts payable due and payable after their affiliates of any Applicable Law (as defined in Section 3.03) prior to or on account of the Closing; (v) any account payable of any member of the Seller Group to the extent of the amount not included in Closing Net Assets (or not permitted to be included in Closing Net Assets); (bvi) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the distribution to, or ownership or operation by, any member of the Seller Group or any of their affiliates or any other person of any Excluded Asset, or that is associated with the realization of the benefits of any Excluded Asset; (vii) any liability, obligation or commitment for Taxes (as defined in Section 3.16), whether or not accrued, assessed or currently due and payable, (A) of Seller or any Affiliated Group (as defined in Section 3.16) or (B) relating to the operation or ownership of the Business or the Acquired Assets for any Tax period (or portion thereof) ending on or prior to the Closing Date (for purposes of this clause (vii), all Liabilities real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser based upon the number of days of such period included in the pre-Closing Tax period and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date)); (viii) any liability, obligation or commitment for transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby ("Transfer Taxes"); -------------- (ix) except as expressly provided in Section 5.09, any liability, obligation or commitment arising under any Benefit Plan; (x) any liability covered by any insurance policy maintained by Seller or any of its affiliates; (xi) except as expressly set forth in Section 1.03(a)(vi), any Indebtedness (as defined in Section 3.08(a)(ix)) that (i) in respect has a term of Transferred Employees arising at less than one year and is owed to lenders (and not trade creditors) or after the Closing and (ii) has a term of greater than one year, including any capitalized leases; (xii) except to the extent specifically assumed by Purchaser pursuant to Section 5.91.03(a)(iv), any liability, obligation or commitment that relates to, or arises out of, products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, including any liabilities arising out of express or implied warranties, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (cxiii) all cure costs required any liability, obligation or commitment relating to be paid or arising out of infringement or misappropriation of Intellectual Property or Technology (other than to the extent relating to or arising out of infringements or misappropriation after Closing relating to Purchaser's use of any Acquired Asset), to the extent relating to or arising out of the operation of the Business or products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (xiv) except to the extent specifically assumed by Purchaser pursuant to section 365 Section 1.03(a)(v), any liability, obligation or commitment, whether now existing or hereafter arising, to the extent such liability, obligation or commitment is in respect of claims arising out of or related to any injury, disease (or illness), disability or any similar condition that exists or occurs on or prior to the Closing Date, or exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including Hazardous Materials) by any person (including any Continued Employee or any other employee heretofore employed in the Business); (xv) except as expressly provided in Section 5.09 or to the extent specifically assumed by Purchaser pursuant to Section 1.03(a)(v), (A) any liability, obligation or commitment to the extent such liability, obligation or commitment relates to, or arises out of, the employment at or prior to Closing and (B) any liability, obligation or commitment that relates to, or arises out of, the termination of the Bankruptcy Code employment at or prior to Closing, of, in each case, any employee or former employee of the Seller Group or any of their affiliates or the Business (including as a result of the transactions contemplated by this Agreement); (xvi) any liability, obligation or commitment that relates to, or that arises out of, any separation agreements listed on Schedule 1.03(b)(xvi) (collectively, the "Separation Agreements"), other than the payment of --------------------- severance up to the amount that would be due under Section 5.09 in the absence of such agreement; (xvii) any liability, obligation or commitment to any member of the Seller Group or to any affiliate of Seller, except those identified in Schedule 1.03(b)(xvii); (xviii) any liability, obligation or commitment of any member of the Seller Group or imposed on or asserted against Purchaser (x) relating to or arising out of the Railroad CBAs with respect to any act or omission through the Closing or (y) relating to or arising out of the Labor Contracts; (xix) any liabilities, obligations and commitments in respect of costs and expenses incurred by Seller or any of its affiliates or the Business in respect of or relating to this Agreement, including compliance by any member of the Seller Group with the terms hereof, or in connection with the assumption Acquisition and assignment the other transactions contemplated hereby; (xx) all other liabilities, obligations and commitments of any affiliate of Seller other than the Assigned Contracts Acquired Entities; (the “Cure Costs”xxi) without limiting Section 8.01(c), any Pre-Closing Environmental Liability (including Unknown Pre-Closing On-Site Environmental Liabilities (including Minor Pre-Closing On-Site Liabilities)); (dxxii) if the transfer of the Hydroelectric Facility does not occur on the Closing as contemplated by Section 2.03, any Liability for Taxes (including liability, obligation or commitment relating to or arising out of the payment thereof) attributable to ownership or operation of the Acquired Assets for a taxable period (or portion thereof) beginning Hydroelectric Facility, after the Closing Date (as determined pursuant and on or prior to Section 5.11); (e) Transfer Taxesany Hydroelectric Facility Closing; and (fxxiii) subject to Purchaser’s further reviewany liability, certain customer deposits to be obligation or commitment arising out of, based on, or resulting from any of the matters identified by the Parties in good faith prior to the Closingon Schedule 1.03(b)(xxiii).

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, HoldCo shall pay, performperform and discharge when due, dischargeand indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following liabilities, obligations and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise satisfy in accordance with their respective terms)and whether due or to become due, and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication of Ashland (collectively, the “Assumed Liabilities”):), other than any Retained Liabilities: (ai) all liabilities, obligations and commitments of Ashland under the Assigned Contracts to the extent such liabilities, obligations and commitments relate to the period from and after the Closing; (ii) all liabilities, obligations and commitments of Ashland under any maleic anhydride product exchange agreements that are reflected in the Statement (as defined in Section 1.05(a)) in accordance with Section 1.05; (iii) all liabilities, obligations and commitments of Ashland to the extent expressly assumed by HoldCo in accordance with Section 4.03; (iv) all Environmental Liabilities (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business and (B) either (x) events occurring or circumstances or conditions arising from and after the Closing, or (y) events occurring or circumstances or conditions arising prior to the Closing, but only, in the case of this clause (B)(y), to the extent set forth in the table below (provided, however, that to the extent the same Environmental Liability is described in both clauses (x) and (y) of this Section 1.03(a)(iv)(B), such Environmental Liability will be apportioned between HoldCo and Ashland in proportion to the extent to which the activities of each party contributed to the cause of the Environmental Liability, taking into account all pertinent factors, including the length of ownership by HoldCo and Ashland of the relevant property during the time of the event or occurrence, or the development of the circumstance or condition, giving rise to the Environmental Liability and the use made of such property by the parties hereto): If written notice (in reasonable detail) of such Environmental Liability is first received by Ashland during the twelve-month period ending on the following anniversary of the Closing Date (provided, however, that with respect to any Environmental Liability arising from any matter referred to in Section 3.11(b) of the Maleic Business Disclosure Letter, Ashland shall be deemed to have received written notice Percentage of Environmental Liability described in clause (B)(y) above that will be an Assumed Liability: First through Fifth 0% Sixth 20% Seventh 40% Eighth 60% Ninth 80% If such notice is not received by Ashland on or prior to the ninth anniversary of the Closing Date 100% ; and (v) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arise out of the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business, in each case from and after the Closing. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement, HoldCo shall not assume, and Ashland shall pay, perform and discharge when due, and indemnify HoldCo and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, any liability, obligation or commitment of Ashland or the Maleic Business of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise, and whether due or to become due, except the Assumed Liabilities (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities include: (i) any liability, obligation or commitment of Ashland to the extent arising out of the operation or conduct by Ashland or any of its affiliates of any business other than the Maleic Business; (ii) all accounts payable of Ashland to the extent arising out of the operation or conduct of the Maleic Business prior to the Closing; (iii) any liability, obligation or commitment of Ashland (A) to the extent arising out of any actual or alleged breach by Ashland of, or nonperformance by Ashland under, any Contract (including any Assigned Contract) prior to the Closing or (B) under any Assigned Contract to the extent such liability, obligation or commitment relates to the period prior to the Closing; (iv) any liability, obligation or commitment of Ashland arising out of any warranty claim, suit, action, proceeding, investigation, governmental action or other cause of action or claim associated with or relating to the ownership and operation Maleic Business or the Transferred Assets (a “Claim”) to the extent arising out of actions, omissions or conditions occurring or existing on or prior to the Closing Date; (v) any liability, obligation or commitment of Ashland to the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the Acquired ownership or operation by Ashland of any of the Excluded Assets; (vi) except as otherwise expressly provided in Section 4.03, Assigned Contracts any liability, obligation or Acquired Businessescommitment of Ashland arising under any Maleic Benefit Plan; (vii) any liability, arising at obligation or after commitment of Ashland to any of its divisions, subsidiaries or affiliates; (viii) any liability, obligation or commitment of Ashland or any of its affiliates under any of the Petition Date Transaction Agreements or any of the Ancillary Agreements; (ix) the amount, if any, equal to the aggregate book value (as of the Closing Date) of all Receivables that are due and payable not collected after the Closing Date and remain outstanding for a period of more than 60 days after their respective due dates (includingas reflected in the books and records of the Maleic Business) notwithstanding that HoldCo has made reasonable efforts to collect such Receivables, which amount shall be promptly paid by Ashland to HoldCo and, until paid, shall be deemed for all purposes of this Agreement to be a Retained Liability; provided, however, in the avoidance event any one or more of doubtthe Receivables become Retained Liabilities under this clause (ix), accounts payable due promptly following Ashland’s payment to HoldCo with respect to such Receivables under this clause (ix), HoldCo shall assign all of its rights, title and payable after interests in, to and under such Receivables and, to the Closing);extent HoldCo thereafter receives any payments from the relevant customers on account of such Receivables, HoldCo shall promptly forward such payments to Ashland; and (bx) all any Environmental Liability arising out of events occurring or circumstances or conditions arising prior to the Closing except for Environmental Liabilities that are Assumed Liabilities pursuant to Section 1.03(a)(iv); provided, however, an Environmental Liability that otherwise would be considered a Retained Liability under this Section 1.03(b)(x) shall be an Assumed Liability and shall not be a Retained Liability if the event, circumstance or condition that gave rise to such Environmental Liability (iA) is the result of a change in respect of Transferred Employees arising at or use after the Closing and Date of (iix) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 any portion of the Bankruptcy Code in connection with the assumption and assignment Premises consisting of the Assigned Contracts parcels of real property on which the maleic anhydride plant located in ▇▇▇▇, West ▇▇▇▇▇▇▇▇ (the “Cure CostsPlant”); ) is located (dwhich parcels are identified as such in Section 3.03 of the Maleic Business Disclosure Letter) to a use substantially unrelated to the use of such Premises as of the Closing Date or (y) any Liability for Taxes other portion of the Premises to a use other than an industrial use or (including the payment thereofB) attributable to the Acquired Assets for was discovered as a taxable period (result of a Phase II or portion thereof) beginning other intrusive sampling, testing or investigation conducted after the Closing Date (collectively, “Environmental Tests”) except for Environmental Tests undertaken (x) to respond to, investigate, or otherwise remediate environmental conditions or contamination that are on the Closing Date in violation of the standards imposed by applicable Environmental Laws (as determined defined in Section 3.11(b)), (y) as required by Environmental Laws or in response to an inquiry, request, claim or demand by a Governmental Entity or as a reasonable response to any claim or demand by any other person that is not an affiliate of HoldCo or (z) in connection with a condition first discovered as a result of construction activities commencing after the Closing Date at, on or beneath the Premises, so long as such construction activities are undertaken in connection with (1) with respect to any portion of the Premises consisting of the parcels of real property on which the Plant is located, a use substantially related to the use of such Premises as of the Closing Date or (2) with respect to any other portion of the Premises, an industrial use of such Premises. (c) HoldCo shall acquire the Transferred Assets free and clear of all liabilities, obligations and commitments of Ashland, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens (as defined in Section 6.01(b)) and other than any Lien pursuant to Section 5.11the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Marathon Parties or their affiliates (and not of any of the Ashland Parties or their affiliates); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On (1) Subject to the Closing occurring and to Section 2.5 (to the extent of any inconsistency with the apportionment of SD Benefits and Obligations pursuant to Section 2.5) and to Section 2.7(2) and to the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Effective Time, the Participant shall assume, pay, performperform and discharge when due, dischargeall of the debts, or otherwise satisfy in accordance with their respective terms), liabilities and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities obligations of EMCLP arising out of or accruing in relation to or relating to or arising from the ownership SD Transfer Rights, but only to the extent that such debts, liabilities and operation of the Acquired Assets, Assigned Contracts obligations arise or Acquired Businesses, arising at accrue or relate to a period from and after the Petition Date that are due and payable after Effective Time (the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing“SD Assumed Liabilities”);. (b2) all Liabilities Notwithstanding Section 2.7(1), but subject to Section 2.5 (i) in respect to the extent of Transferred Employees arising at or after any inconsistency with the Closing apportionment of SD Benefits and (ii) assumed by Purchaser Obligations pursuant to Section 5.9; (c) 2.5), the Participant shall not assume, and EMCLP shall retain and pay, perform and discharge when due, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code debts, liabilities or obligations of EMCLP of any nature or kind arising out of or accruing in connection with relation to or arising from the assumption SD Transfer Rights acquired by the Participant, whether liquidated or unliquidated, fixed or contingent or otherwise or known or unknown, and assignment of based upon, arising out of, or resulting from any fact, circumstance, occurrence, condition, act or omission existing on or occurring prior to the Assigned Contracts Effective Time (the “Cure CostsSD Excluded Liabilities”);. (d3) any Liability for Taxes (including the payment thereof) attributable Subject to the Acquired Assets for a taxable period Closing occurring and to Section 2.5 (or portion thereof) beginning after to the Closing Date (as determined extent of any inconsistency with the apportionment of BR Benefits and Obligations pursuant to Section 5.112.5) and to Section 2.7(4) and to the terms and conditions of this Agreement, effective from and after the Effective Time, EMCLP shall assume, pay, perform and discharge when due, all of the debts, liabilities and obligations of the Participant arising out of or accruing in relation to or relating to or arising from the BR Swap Rights, but only to the extent that such debts, liabilities and obligations arise or accrue or relate to a period from and after the Effective Time (the “BR Assumed Liabilities”);. (e4) Transfer Taxes; and (f) Notwithstanding Section 2.7(3), but subject to Purchaser’s further reviewSection 2.5 (to the extent of any inconsistency with the apportionment of BR Benefits and Obligations pursuant to Section 2.5), certain customer deposits EMCLP shall not assume, and the Participant shall retain and pay, perform and discharge when due, all of the debts, liabilities or obligations of the Participant of any nature or kind arising out of or accruing in relation to be identified or arising from the BR Swap Rights acquired by the Parties in good faith EMCLP, whether liquidated or unliquidated, fixed or contingent or otherwise or known or unknown, and based upon, arising out of, or resulting from any fact, circumstance, occurrence, condition, act or omission existing on or occurring prior to the ClosingEffective Time (the “BR Excluded Liabilities”).

Assumption of Certain Liabilities. On the terms and subject to the terms and conditions set forth herein of this Agreement and in the Sale Order effective as of Order, at the Closing, Purchaser Buyer shall irrevocably assume from each Seller (and from and after the Closing agree to pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, discharge when due only the following Liabilities, without duplication Liabilities (collectively, the “Assumed Liabilities”): (ai) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts Business or Acquired Businesses, arising at or the ownership of the Assets after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Effective Time; (bii) all current Liabilities of each Seller included on Schedule (iii) all Liabilities (i) arising under or relating to the Store Leases, Assigned Contracts, and Assigned Subleases, in respect of Transferred Employees arising at or each case after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Effective Time; (civ) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability Liabilities for Taxes (including the payment thereof) attributable relating to the Acquired Store Properties, the Assets or the Assumed Liabilities for a any taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11)Effective Time; (ev) Transfer Taxesall Liabilities of each Seller relating to employee benefits, compensation, workers’ compensation claims, incentive plans, or other arrangements with respect to any Transferred Employee other than wages attributable to the period prior to the Effective Time; (vi) all Liabilities of each Seller with respect to Permitted Encumbrances; and (fvii) subject to Purchaser’s further reviewall other Liabilities assumed by Buyer under this Agreement or any other Transaction Document, certain customer deposits to be identified by the Parties in good faith prior to the Closingincluding under Section 4.5.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order Merger Agreement or any Distribution Document, except as otherwise expressly set forth therein, effective as of the ClosingDistribution Time (or of the time of Transfer, Purchaser shall irrevocably assume from each Seller if earlier, of the assets to which such Liabilities are attributable), in partial consideration for the Transfers pursuant to Section 2.02, Spinco hereby unconditionally (i) assumes all Spinco Group Liabilities (it being understood that the Spinco Benefits Liabilities are allocated and from assumed pursuant to the Employee Benefits Agreement) to the extent not then an existing obligation of the Spinco Group and after the Closing (ii) undertakes to pay, perform, discharge, or otherwise satisfy and discharge when due in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following terms all Spinco Group Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);. (b) all Upon the terms and subject to the conditions set forth in the Merger Agreement or any Distribution Document, except as otherwise expressly set forth therein, effective as of the Distribution Time (or of the time of Transfer, if earlier, of the assets to which such Liabilities are attributable), in partial consideration for the Transfers pursuant to Section 2.03, Aetna hereby unconditionally (i) in respect assumes all Aetna Group Liabilities (it being understood that the Aetna Benefits Liabilities are allocated and assumed pursuant to the Employee Benefits Agreement) to the extent not then an existing obligation of Transferred Employees arising at or after the Closing Aetna Group and (ii) assumed by Purchaser pursuant undertakes to Section 5.9; (c) pay, satisfy and discharge when due in accordance with their terms all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingAetna Group Liabilities.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Purchaser shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserdischarge when due, only the following Liabilitiesliabilities, without duplication obligations and commitments of Seller (collectivelysubject to Purchaser’s right to dispute such liabilities and obligations in good faith with parties to whom such obligations are owed provided such right shall not diminish Purchaser’s indemnity obligations under Article VIII) (such liability, obligations and commitments being the “Assumed Liabilities”): (ai) any and all Liabilities arising out payment and performance liabilities, obligations and commitments of or relating to Seller under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesseswhether incurred before, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at on or after the Closing and including all unpaid rebates and refunds to customers; (ii) assumed by Purchaser pursuant all accounts payable and accrued liabilities of Seller arising out of the operation or conduct of the Business prior to the Closing and contained in the Closing Balance Sheet (as defined in Section 5.91.05(a)), excluding outstanding uncleared checks of Seller; (ciii) any and all cure costs Unknown Environmental Liabilities but only to the extent Seller is not required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”indemnify an indemnified party under Section 8.01(a)(iv); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (fiv) all other liabilities, obligations and commitments, whether known or unknown, express or implied, absolute, contingent or otherwise, arising out of the operation or conduct of the Business or Acquired Asset after the Closing. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement or any Ancillary Agreement, and regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities, obligations and commitments of Seller (the “Excluded Liabilities”), each of which shall be retained and paid, performed and discharged when due by Seller or Parent (subject to PurchaserSeller’s further review, certain customer deposits and Parent’s right to be identified by the Parties dispute such liabilities and obligations in good faith prior with parties to the Closing.whom such obligations are owed provided such right shall not diminish Seller’s or Parent’s indemnity obligations under Article VIII). The term “Excluded Liability” means:

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (or with respect to Taxes, if applicable, from such Seller’s applicable Affiliate) (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers (or with respect to Taxes, if applicable, Sellers’ applicable Affiliate) shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out and obligations of or relating to any Seller under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are become due from and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”) in an amount not to exceed $2,404,000 (the “Cure Cap”); provided that, Purchaser shall pay all Cure Costs in connection with any contract first designated for assumption by Purchaser post-Closing; (c) all Liabilities (including all government charges or fees) to the extent arising out of the ownership, possession, use or operation of the Acquired Assets, in each case, on or after the Closing (excluding, for the avoidance of doubt, any intercompany payables that are deemed Excluded Liabilities); (d) any Liability all Transfer Taxes; (e) without duplication: (i) all Liabilities for Taxes (including the payment thereof) attributable with respect to the Acquired Assets or the Assumed Liabilities for a any taxable period (or portion thereof) beginning after the Closing Date Date; (as determined pursuant ii) all non-income Taxes (including accrued but unpaid personal property Taxes) with respect to Section 5.11); the Acquired Assets for any taxable period (eor portion thereof) Transfer Taxesbeginning after the Closing Date; and (iii) all accrued but not yet paid employee wage withholding, payroll Tax, and other ordinary course operational Liabilities in respect of Taxes relating to or arising in respect of the Transferred Employees for any taxable period (or portion thereof) beginning after the Closing Date; and (f) subject Liabilities consisting of the outstanding Global Tranche Revolving Loans under (and as defined in) the Credit Agreement in the aggregate principal amount of $7,000,000 and the obligations to Purchaser’s further reviewreimburse the L/C Disbursements (as defined in the Credit Agreement), certain customer deposits if any, in respect of the Letters of Credit issued and outstanding under (and as defined in) the Credit Agreement in the aggregate face amount of $15,330,000 as of the Petition Date pursuant to the terms and conditions of a new first lien credit agreement to be identified entered into by and among, among others, Purchaser and the Parties Global Tranche Lenders under (and as defined in) the Credit Agreement at the Closing (the “Assumed Revolver Obligations”; provided that, for the avoidance of doubt, the assumption of the Assumed Revolver Obligations by Purchaser shall not discharge any Global Tranche Lender’s commitment and obligation under the Credit Agreement to fund its participation in good faith prior to any Letter of Credit (as defined in the ClosingCredit Agreement) issued by Issuing Bank under (and as defined in) the Credit Agreement; and (g) The liabilities described in Schedule 1.3(g).

Assumption of Certain Liabilities. On 1.2.1 Upon the terms and subject to the conditions set forth herein of this Agreement, at the Closing on the Closing Date and in the Sale Order effective as of the ClosingEffective Time, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication liabilities (collectively, the “Assumed Liabilities”): 1.2.1.1 the obligations of Sellers under the Assigned Contracts to the extent such obligations (aA) are applicable to and accrue with respect to periods subsequent to the Effective Time and (B) are accompanied by a correlated duty of performance or payment on the part of the other parties thereto; 1.2.1.2 the trade accounts payable of Sellers in connection with the Target Business incurred in the Ordinary Course of Business which as of the date hereof are set forth on Schedule 1.2.1.2, but only to the extent the same are included as current liabilities in the Closing Net Working Capital on the Closing Statement, as finally determined pursuant to this Agreement; and 1.2.1.3 accrued expenses (excluding Taxes) of the Target Business incurred by Sellers in the Ordinary Course of Business which as of the date hereof are set forth on Schedule 1.2.1.3 but only to the extent the same are included as current liabilities in the Closing Net Working Capital on the Closing Statement, as finally determined pursuant to this Agreement. Purchaser shall not assume, incur, guarantee, or otherwise be obligated with respect to any liability whatsoever of Sellers other than the Assumed Liabilities. With respect to any of the Assumed Liabilities, such assumption by Purchaser is for the benefit only of Sellers and shall not expand, increase, broaden, or enlarge the rights or remedies of any other party, nor create in any other party any right against Purchaser that such party would not have against Sellers if this Agreement had not been consummated. 1.2.2 Except as expressly provided in Section 1.2.1, Purchaser does not hereby and will not assume or become liable for and shall not be obligated to pay or satisfy any obligation, debt or liability whatsoever, whether fixed, contingent or otherwise, of the Target Business or Sellers or any other Person, including, without limitation any Indebtedness or other claim, liability, obligation or Tax arising out of the ownership or use of the Target Assets or circumstances or occurrences or the operations of the Target Business or transactions contemplated by this Agreement or Seller or any other Person prior to the Effective Time and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted (collectively, the “Excluded Liabilities”). Without limiting the foregoing and for the avoidance of doubt, the Assumed Liabilities shall in no event include, and the Excluded Liabilities shall include (but not be limited to), the Specifically Excluded Liabilities. The Excluded Liabilities shall remain the responsibility and obligation of Sellers after Closing, and Sellers shall pay and discharge all Liabilities such liabilities as and when due. 1.2.3 For purposes of this Agreement, “Specifically Excluded Liabilities” means (i) Sellers’ liabilities or obligations under this Agreement; (ii) Sellers’ liabilities or obligations for any fees and expenses incident to or arising out of the consummation of the transactions contemplated hereby (including all transaction related bonuses or benefits payable to any officer, director, manager, employee, shareholder, member or Affiliate of Sellers); (iii) any liability or obligation of Sellers for Taxes for any taxable period or year, except as otherwise provided in Section 9.4 or Section 9.5; (iv) any liability or obligation of any Seller for Taxes of any Person, including any Affiliate of any Seller or any other Seller under Treasury Regulation Section 1.1502 6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise, except Taxes imposed pursuant to Assigned Contracts for events occurring after the Closing Date except for those Contracts a principal purpose of which is the allocation, apportionment or sharing of Taxes; (v) Sellers’ liabilities or obligations with respect to Indebtedness; (vi) liabilities or obligations of Sellers arising by reason of any violation or alleged violation of any Law; (vii) any liabilities or obligations of Sellers arising under any Environmental Law, where the facts, events or conditions underlying such liability or obligation occurred or existed on or prior to the Closing Date, irrespective of whether such liability attaches to Sellers or Purchaser in the first instance, (viii) Sellers’ liabilities or obligations arising out of or related to any breach or alleged breach by Seller of any Contract, in each case, regardless of when any such liability or obligation is asserted; (ix) liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Sellers to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor in interest” theories of liability; (x) Sellers’ liabilities or obligations for tort claims, known or unknown, and any related claims and litigation arising prior to, on or after the Closing Date; (xi) Sellers’ liabilities or obligations relating to any other Action arising out of or in connection with Sellers’ conduct of the Target Business or otherwise (including the Actions set forth on Schedule 4.4), or any other conduct of Sellers or Sellers’ respective officers, directors, managers, employees, consultants, agents or advisors prior to the Closing; (xii) Sellers’ liabilities or obligations relating to employees who are offered employment by Purchaser in accordance this Agreement but who decline to accept such offer; (xiii) any liabilities, obligations or responsibilities relating to or arising under any Benefit Plan, any “employee benefit plan” (as defined ERISA) or any other employee benefit plan, program or arrangement at any time maintained or contributed to by any Sellers or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability or potential liability; (xiv) any liabilities or obligations with respect to any of the Excluded Assets (including the Excluded Business); (xv) any liability of Sellers to any Affiliate of any Seller (including any shareholder of such Affiliate); (xvi) any liability to indemnify, reimburse or advance amounts to any officer, director, manager, employee or agent of Sellers; (xvii) any liability to distribute to any of shareholders, members or other securityholder of any Seller or otherwise apply all or any part of the consideration received hereunder, including any liability of Sellers arising as a result of the exercise by any of its shareholders or members of such Person’s right (if any) to dissent from the transactions contemplated hereby and seek appraisal rights; (xviii) any liability under any Contract not included as an Assigned Contract, including any liability arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts any employment or Acquired Businesses, arising at similar Contract to which any Seller is a party or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing otherwise bound; and (iixix) any other liability or obligation of Sellers not expressly assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing1.2.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order this Agreement, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after upon the Closing payDate, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver CrossAmerica agrees to Purchaser, assume only the following Liabilities, without duplication liabilities and obligations of Sellers (collectively, the “Assumed Liabilities”): (ai) all obligations under the Assumed Contracts assumed by CrossAmerica on the Closing Date, but only to the extent that such obligations (i) are required pursuant to such Assumed Contracts to be performed after the Closing Date and (ii) do not arise from or relate to any breach by Sellers of any such Assumed Contracts or any event, circumstance or condition occurring or existing prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any such Assumed Contracts; (ii) all Environmental Liabilities and other obligations relating to the UST Systems or the environmental condition of the Locations except for those Environmental Liabilities for which Sellers are responsible pursuant to the ERA; and (iii) all liabilities and obligations arising out of or relating to the based upon CrossAmerica’s ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due Assets from and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant including, without limitation, any taxes or assessments relating to Section 5.11the Assets for the portion of any taxable period on or after such Closing Date);. (eb) Transfer Taxes; and CrossAmerica shall assume only the liabilities expressly described in Section 1.4(a). All other obligations, debts, taxes, operating expenses, rent, utilities and other liabilities of Sellers of any kind, character or description, whether accrued, absolute, contingent or otherwise, whether associated with the Locations or other Assets or otherwise, shall not be assumed by CrossAmerica and shall be retained by Sellers (f) subject to Purchaser’s further reviewcollectively, certain customer deposits to be identified by the Parties in good faith prior to the Closing“Excluded Liabilities”).

Assumption of Certain Liabilities. On As further consideration for the terms and subject to the conditions set forth herein and in the Sale Order effective as of Purchased Assets, at the Closing, Purchaser Buyer shall irrevocably assume from each Seller (and from and after the Closing agree to pay, perform, perform and discharge, when due, the executory liabilities and commitments included in or otherwise satisfy pertaining to the Purchases Assets, but only to the extent that the same were incurred by Seller in accordance with their respective termsthe ordinary course of business (the Assumed liabilities), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):Excluding: (a) all Liabilities Consequential damages arising out or any breach by Seller, at any time, of any such contract, agreement, lease, license or commitment; and (b) Noncontractual liabilities, claims or obligations arising out of or relating related to the ownership and Sellers operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after Plant prior to the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Date; (c) all cure costs required Any liability of Seller for Federal, State of local income and franchise taxes applicable to be paid pursuant operations prior to section 365 of the Bankruptcy Code Closing Date, and for sales tax , and any penalties, interest, fines or assessments in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)therewith; (d) any Liability Any liability for Taxes (including the payment thereof) attributable commitments relating to the Acquired Assets for a taxable period (employment, relocation or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11)termination of any employees of Seller; (e) Transfer TaxesAny matter required to be disclosed in response to Sellers representations and warranties set forth in Article 2, but not so disclosed; (f) Liabilities or obligations in respect of previous sales of the assets of Seller outside of the ordinary course of business; (g) Obligations or expenses of Seller in connection with the transactions contemplated hereby, including, without limitations, legal and accounting fees and expenses and brokerage finders fees due; and (fh) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingLiabilities imposed upon Seller as a result of litigation pending against Seller as of Closing Date.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, Purchaser shall pay, performperform and discharge when due, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following liabilities, obligations and commitments of Seller and the Selling Subsidiaries (other than any Excluded Liabilities, without duplication ) (collectively, the “Assumed Liabilities”): (ai) all Liabilities arising out liabilities, obligations and commitments of or relating Seller and the Selling Subsidiaries under the Assigned Contracts to the ownership extent such liabilities, obligations and commitments arise from the operation or conduct of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable Business after the Closing); (bii) all Liabilities (i) liabilities, obligations and commitments included as a Current Liability in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 calculation of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts Final Working Capital Amount (collectively, the “Cure CostsAssumed Current Liabilities”); (diii) any Liability for Taxes (including the payment thereof) attributable all liabilities, obligations and commitments with respect to the Acquired Assets for a taxable period Business Employees (or portion thereofany dependent or beneficiary of any Business Employee) beginning after the Closing Date (as determined that Purchaser has specifically agreed to assume pursuant to Section 5.115.12 (collectively, the “Covered Employee Liabilities”); (eiv) all liabilities, obligations and commitments for (A) Taxes to the extent arising out of, relating to or in respect of the Business or the Acquired Assets, in each case for all Post-Closing Tax Periods and (B) 50% of all Transfer Taxes; (v) all liabilities, obligations and commitments that both (A) arise after the Closing under any Medicare or Medicaid provider agreement of the Business or to any Third Party Payor, any Governmental Entity and/or any patient and (B) relate to any receivable or other asset that was included as a Current Asset in the calculation of the Final Working Capital Amount (regardless of whether the liability, obligation or commitment relates to the operation or conduct of the Business prior to or after Closing); and (fvi) subject all liabilities, obligations and commitments not listed above to Purchaser’s further reviewthe extent (A) arising from the operation or conduct of the Business after the Closing or (B) arising from the ownership, certain customer deposits to be identified by the Parties in good faith prior to lease, operation, use or condition of any Acquired Asset after the Closing. (b) Seller and the Selling Subsidiaries shall retain and Purchaser shall not assume any liabilities, obligations or commitments of Seller and the Selling Subsidiaries other than the Assumed Liabilities. The term “Excluded Liability” means (in each case, to the extent not constituting an Assumed Current Liability):