Common use of Assumption of Certain Liabilities Clause in Contracts

Assumption of Certain Liabilities. On and subject to the terms and conditions of this Agreement, as of the Closing, Purchaser shall assume and agree to pay and discharge when due solely the following Liabilities of Seller, to the extent that they are not Excluded Liabilities (collectively, the “Assumed Liabilities”): (i) Liabilities of Seller under Included Contracts that arise and accrue after the Closing, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the Closing; (ii) all Liabilities or obligations arising out of any Legal Proceeding related to or arising out of the Business or the Purchased Assets, in each case, solely to the extent arising out of or in connection with acts, omissions or circumstances occurring at or after the Closing (but in no event arising out of or in connection with acts, omissions or circumstances occurring prior to the Closing); (iii) Liabilities of Seller to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capital; (iv) Seller’s liability for the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser); (v) those Liabilities with respect to each Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described in Section 1.1(d)(viii)); and (vi) all Liabilities solely to the extent relating to or arising out of the Purchased Assets or the Business arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to (i) any right to indemnification therefore set forth in this Agreement or any other Transaction Document or (ii) pursue any other remedy available to any of the Purchaser Indemnitees pursuant hereto or any other Transaction Document.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, as of at the Closing, Purchaser Hexcel shall assume and agree to pay shall pay, perform and discharge or cause to be paid, performed and discharged when due solely due, all liabilities or obligations whatsoever, whether arising before or after the following Liabilities Closing and whether known or unknown, fixed or contingent (including any identifiable and severable portions of Sellerthe foregoing (financial liabilities and obligations being deemed severable for purposes of this clause)), other than Excluded Liabilities, relating exclusively or primarily to or arising exclusively or primarily out of the Transferred Business or the Acquired Assets, but, in the case of obligations or liabilities that are severable, only to the extent that they are not Excluded Liabilities such liabilities or obligations relate to or arise out of the Transferred Business or the Acquired Assets (collectively, the “"Assumed Liabilities”):"). It is understood and agreed that the following liabilities and obligations shall be deemed to relate exclusively or primarily to or arise exclusively or primarily out of the Transferred Business or the Acquired Assets: (i) Liabilities all obligations and liabilities of Seller Ciba or its Subsidiaries under Included Contracts that arise and accrue after the Closing, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the ClosingAcquired Contracts; (ii) all Liabilities or obligations arising out of any Legal Proceeding related to or arising out of the Business or the Purchased Assets, in each case, solely to the extent arising out of or in connection with acts, omissions or circumstances occurring at or after the Closing (but in no event arising out of or in connection with acts, omissions or circumstances occurring prior to the Closing)Accounts Payable; (iii) Liabilities all obligations and liabilities with respect to any and all products sold or serviced (whether or not under warranty) by the Transferred Business at any time, including obligations and liabilities for and with respect to any refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability, products liability (including with respect to personal injury caused by the use or operation of Seller to products sold or serviced by the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working CapitalTransferred Business) and other claims; (iv) Seller’s liability for except as specifically provided otherwise in the Retention PaymentsUK Agreements, pursuant to agreements entered into pursuant to Section 4.13(b) (whichany other Ancillary Agreement or a Danutec Agreement, for purposes of clarity, shall not be treated all obligations and liabilities arising as a “current liability” result of Ciba or any of its past or present Subsidiaries, or any predecessor in Closing Working Capital; it interest thereof, being the intent owner or occupant of, or the operator of the Parties that such expense be borne by Purchaser)activities conducted at, the Scheduled Real Property sites at any time, including all obligations and liabilities arising out of any Environmental Law (including those arising under CERCLA or from off-site waste disposal from the Scheduled Real Property sites) and all other obligations or liabilities relating to personal injury or property damage involving the Scheduled Real Property sites; (v) those except as otherwise provided in the Employment Matters Agreement or any other Ancillary Agreement, all obligations and liabilities relating to employees of the Transferred Business; (vi) the Other Tax Liabilities with respect and, to each the extent of the amount provided or reserved for or accrued in the balance sheet of the Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after Business as of the Closing Date, the Income Tax Liabilities of the Divested Subsidiaries (but other than Danutec, if the Danutec Equity is not any Liabilities described in Section 1.1(d)(viii)delivered to Hexcel at Closing) (collectively, the "Assumed Tax Liabilities"); and (vivii) except as provided in any Ancillary Agreement or in Section 1.03(c), all Liabilities solely other obligations of the Divested Subsidiaries (other than Danutec, if the Danutec Equity is not delivered to Hexcel at Closing) of any kind, whether arising before or after the Closing and whether known or unknown, fixed or contingent. (b) Notwithstanding anything herein to the extent contrary, Hexcel shall have no liability or obligation hereunder relating to or arising out of the Purchased Assets following liabilities and obligations of Ciba and its Subsidiaries, including, if applicable, any such liabilities and obligations of the Divested Subsidiaries (the "Excluded Liabilities"), all of which are excluded from the Assumed Liabilities, shall not be assumed by Hexcel hereunder and shall remain the liabilities and obligations of Ciba and its Subsidiaries (other than the Divested Subsidiaries): (i) any obligation or the Business liability relating to or arising out of any of the Excluded Assets to the extent such obligation or liability relates to the Excluded Assets, or the realization of benefits of any of the Excluded Assets; (ii) the Income Tax Liabilities other than those described in connection with Section 1.03(a)(vi) (the "Excluded Tax Liabilities"); (iii) any act, omission obligation or circumstance occurring at any time after the Closing (but in no event liability involving a claim for products liability relating to or arising out of products of the Transferred Business sold prior to the Closing to Ciba or its Subsidiaries, other than products resold by Ciba or its Subsidiaries to third parties (including as a component of another product); (iv) any obligation or liability involving a claim for damages caused by asbestos included in connection with or used in the manufacture of products of the Transferred Business that relates to or arises out of products sold or manufactured prior to the Closing; (v) any act, omission obligation or circumstance liability relating to or arising out of an event occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of Closing Date for which Ciba or any of its Subsidiaries has coverage under the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to following (i) any right AAV--Policy #0015P-5883, (ii) Lloyd's of London Policy #576-A7A1018, (iii) Winterthur Policy #3095089, (iv) USAIG Policy #51HL2-1224 and (v) CIGNA--Policy #ATP014520; (vi) all liabilities and obligations for which Ciba or CGC has expressly assumed or retained responsibility pursuant to indemnification therefore set forth in this Agreement or any Ancillary Agreement; (vii) all liabilities and obligations relating to the Satellite Personnel (other Transaction Document than as provided in the Distribution Agreement); and (viii) any obligations or liabilities relating to or arising out of any employee benefit plan of Ciba and/or its Subsidiaries (other than the Divested Subsidiaries) except such obligations or liabilities as are being transferred pursuant to the Employment Matters Agreement or any Ancillary Agreement. (c) Notwithstanding anything herein (including Section 1.03(a)(vii)) or in any agreement relating to the "hive-down" of assets and liabilities (including agreements relating to the Duxford property transfer) by Ciba-Geigy PLC ("Ciba UK") to Composite Materials Limited ("CML") (the "Hive Down Agreements"), (i) the principles set forth in Section 1.03(a) and (b) as to the allocation of particular liabilities among Assumed Liabilities and Excluded Liabilities shall govern the allocation of liabilities between Ciba UK on the one hand and CML on the other hand and (ii) pursue any and all covenants contained herein that provide for the taking of actions by the parties which are intended to give effect to the allocation of liabilities among Assumed Liabilities and Excluded Liabilities shall apply to the allocation of liabilities between Ciba UK on the one hand and CML on the other remedy available to any of the Purchaser Indemnitees pursuant hereto or any other Transaction Documenthand.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser and from and after the Closing, HoldCo shall assume and agree to pay pay, perform and discharge when due solely due, and indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following Liabilities liabilities, obligations and commitments of Sellerany 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 the extent that they are not Excluded Liabilities become due, of Ashland (collectively, the “Assumed Liabilities”):), other than any Retained Liabilities: (i) Liabilities all liabilities, obligations and commitments of Seller Ashland under Included the Assigned Contracts that arise to the extent such liabilities, obligations and accrue after the Closing, commitments relate to periods following the Closing, period from and are to be observed, paid, discharged, and performed following after the Closing; (ii) all liabilities, obligations and commitments of Ashland to the extent expressly assumed by HoldCo in accordance with Section 4.03; (iii) all Environmental Liabilities or obligations arising (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any Legal Proceeding related of the Transferred Assets or the operation or conduct of the VIOC Centers 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 VIOC Centers 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 (iv) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arising arise out of the Business operation of any of the Transferred Assets or the Purchased Assetsoperation or conduct of the VIOC Centers, in each casecase from and after the Closing. (b) Notwithstanding Section 1.03(a), solely 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 VIOC Centers 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 in connection with acts, omissions conduct by Ashland or circumstances occurring at or after any of its affiliates of any business other than the Closing VIOC Centers; (but in no event ii) all accounts payable of Ashland to the extent arising out of the operation or in connection with acts, omissions or circumstances occurring conduct of the VIOC Centers prior to the Closing); (iii) Liabilities any liability, obligation or commitment of Seller Ashland (A) to the extent that 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 Liabilities liability, obligation or a reserve therefore are included in commitment relates to the calculation of Final Closing Net Working Capitalperiod prior to the Closing; (iv) Seller’s liability for 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 Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) VIOC Centers or the Transferred Assets (which, for purposes of clarity, shall not be treated as a “current liability” in Claim”) to the extent arising out of actions, omissions or conditions occurring or existing on or prior to the Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser)Date; (v) those Liabilities with respect any liability, obligation or commitment of Ashland to each Transferred Employee that are the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the ownership or operation by Ashland of any of the Excluded Assets; (vi) except as otherwise expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described provided in Section 1.1(d)(viii))4.03, any liability, obligation or commitment of Ashland arising under any VIOC Benefit Plan; (vii) any liability, obligation or 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 Transaction Agreements or any of the Ancillary Agreements; and (viix) all Liabilities solely to the extent relating to or any Environmental Liability arising out of the Purchased Assets events occurring or the Business circumstances or conditions arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior to the ClosingClosing except for Environmental Liabilities that are Assumed Liabilities pursuant to Section 1.03(a)(iii). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, an Environmental Liability that nothing herein otherwise would be considered a Retained Liability under this Section 1.03(b)(ix) shall limit be an Assumed Liability and shall not be a Retained Liability if the event, circumstance or condition that gave rise to such Environmental Liability (A) is the result of a change in use after the Closing Date of any right of the Purchaser Indemnitees Premises to (i) any right a use other than a commercial use of such Premises similar to indemnification therefore set forth in this Agreement or any other Transaction Document its current use, or (iiB) pursue was discovered as a result of a Phase II or 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 defined in Section 3.11(b)), (y) as required by Environmental Laws, pursuant to the terms of any other remedy available lease with respect to any of the Purchaser Indemnitees pursuant hereto Premises 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 Transaction Documentperson that is not an affiliate of HoldCo or (z) in connection with a condition first discovered as a result of construction activities, excluding construction activities relating to the installation of underground storage tanks, commencing after the Closing Date at, on or beneath any of the Premises, so long as such construction activities are undertaken in connection with a commercial use of such Premises similar to its current use. (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 the 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).

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser and from and after the Closing, HoldCo shall assume and agree to pay pay, perform and discharge when due solely due, and indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following Liabilities liabilities, obligations and commitments of Sellerany 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 the extent that they are not Excluded Liabilities become due, of Ashland (collectively, the “"Assumed Liabilities”):"), other than any Retained Liabilities: (i) Liabilities all liabilities, obligations and commitments of Seller Ashland under Included the Assigned Contracts that arise to the extent such liabilities, obligations and accrue after the Closing, commitments relate to periods following the Closing, period from and are to be observed, paid, discharged, and performed following after the Closing; (ii) all liabilities, obligations and commitments of Ashland to the extent expressly assumed by HoldCo in accordance with Section 4.03; (iii) all Environmental Liabilities or obligations arising (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any Legal Proceeding related of the Transferred Assets or the operation or conduct of the VIOC Centers 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 Percentage of Environmental reasonable detail) of such Liability described in clause Environmental Liability is (B)(y) above that will be an first received by Ashland Assumed Liability: 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 VIOC Centers 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): ------------------------------------------------------------------------------ First through Fifth 0% ------------------------------------------------------------------------------ Sixth 20% ------------------------------------------------------------------------------ Seventh 40% ------------------------------------------------------------------------------ Eighth 60% ------------------------------------------------------------------------------ Ninth 80% ------------------------------------------------------------------------------ If such notice is not 100% received by Ashland on or prior to the ninth anniversary of the Closing Date ------------------------------------------------------------------------------ ; and (iv) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arising arise out of the Business operation of any of the Transferred Assets or the Purchased Assetsoperation or conduct of the VIOC Centers, in each casecase from and after the Closing. (b) Notwithstanding Section 1.03(a), solely 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 VIOC Centers 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 in connection with acts, omissions conduct by Ashland or circumstances occurring at or after any of its affiliates of any business other than the Closing VIOC Centers; (but in no event ii) all accounts payable of Ashland to the extent arising out of the operation or in connection with acts, omissions or circumstances occurring conduct of the VIOC Centers prior to the Closing); (iii) Liabilities any liability, obligation or commitment of Seller Ashland (A) to the extent that 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 Liabilities liability, obligation or a reserve therefore are included in commitment relates to the calculation of Final Closing Net Working Capitalperiod prior to the Closing; (iv) Seller’s liability for 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 Retention PaymentsVIOC Centers or the Transferred Assets (a "Claim") to the extent arising out of actions, pursuant omissions or conditions occurring or existing on or prior to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in the Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser)Date; (v) those Liabilities with respect any liability, obligation or commitment of Ashland to each Transferred Employee that are the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the ownership or operation by Ashland of any of the Excluded Assets; (vi) except as otherwise expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described provided in Section 1.1(d)(viii))4.03, any liability, obligation or commitment of Ashland arising under any VIOC Benefit Plan; (vii) any liability, obligation or 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 Transaction Agreements or any of the Ancillary Agreements; and (viix) all Liabilities solely to the extent relating to or any Environmental Liability arising out of the Purchased Assets events occurring or the Business circumstances or conditions arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior to the ClosingClosing except for Environmental Liabilities that are Assumed Liabilities pursuant to Section 1.03(a)(iii). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, an Environmental Liability that nothing herein otherwise would be considered a Retained Liability under this Section 1.03(b)(ix) shall limit be an Assumed Liability and shall not be a Retained Liability if the event, circumstance or condition that gave rise to such Environmental Liability (A) is the result of a change in use after the Closing Date of any right of the Purchaser Indemnitees Premises to (i) any right a use other than a commercial use of such Premises similar to indemnification therefore set forth in this Agreement or any other Transaction Document its current use, or (iiB) pursue was discovered as a result of a Phase II or 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 defined in Section 3.11(b)), (y) as required by Environmental Laws, pursuant to the terms of any other remedy available lease with respect to any of the Purchaser Indemnitees pursuant hereto Premises 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 Transaction Documentperson that is not an affiliate of HoldCo or (z) in connection with a condition first discovered as a result of construction activities, excluding construction activities relating to the installation of underground storage tanks, commencing after the Closing Date at, on or beneath any of the Premises, so long as such construction activities are undertaken in connection with a commercial use of such Premises similar to its current use. (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 the 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).

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, as of at the Closing, Purchaser shall assume and agree agrees to pay assume, pay, perform and discharge when due solely the following Liabilities of Sellerdue, to the extent that they are not Excluded Liabilities (collectively, the “Assumed Liabilities”): (i) Liabilities of Seller under Included Contracts that arise and accrue after the Closing, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the Closing; (ii) all Liabilities liabilities or obligations arising out of any Legal Proceeding whatsoever, other than Excluded Liabilities, that are primarily related to or arising out of the Business or the Purchased Assetsto, in each case, solely to the extent arising arose primarily out of or in connection with actsthe Transferred Business, omissions or circumstances occurring at whether arising before or after the Closing and whether known or unknown, fixed or contingent (but the "Assumed Liabilities"), including all of the liabilities and obligations listed below (each of which are deemed to relate primarily to the Transferred Business): (i) all obligations and liabilities due to be performed or paid after the Closing Date under Acquired Contracts; (ii) [Intentionally omitted] (iii) all obligations and liabilities of Seller of the type reflected on the line items of the Projected Balance Sheet except for obligations and liabilities which have been satisfied, cancelled or otherwise transferred in no event the ordinary course of business of the Division from the date hereof to the Closing Date; (iv) all obligations or liabilities with respect to product liability claims (including claims for death, personal injury or property damage) with respect to products shipped or services provided by Purchaser after the Closing in connection with the Transferred Business, including any liability for incidental or consequential damages relating thereto; (v) subject to the provisions of Section 8.3 all obligations and liabilities arising as a result of Seller, or any predecessor in interest thereof, being the owner or occupant of, or the operator of the activities conducted at, the Scheduled Real Property at any time, including all obligations and liabilities relating to personal injury, property damage, the environment and waste disposal including off-site waste disposal; (vi) all obligations and liabilities relating to the deferred holiday associated with or relating to Transferred Employees; (vii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations that are primarily related to or arise primarily out of or in connection with actsthe Transferred Business, omissions the Acquired Assets or circumstances occurring prior the Transferred Employees, at law, in equity or otherwise; and (viii) the Real Property Tax Liabilities (b) Notwithstanding anything herein to the Closing)contrary, the following liabilities and obligations of Seller (the "Excluded Liabilities") shall not be assumed by Purchaser hereunder and shall not constitute Assumed Liabilities: (i) any obligation or liability which is primarily attributable to any of the Excluded Assets, or primarily associated with the realization of the benefits of any of the Excluded Assets; (ii) the Excluded Tax Liabilities; (iii) Liabilities of all liabilities and obligations for which Seller has expressly assumed or retained responsibility pursuant to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capitalthis Agreement; (iv) Seller’s liability for the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser);[Intentionally omitted] (v) those Liabilities all pension obligations or liabilities under Seller's Defined Benefit Plan associated with respect or relating to each any Transferred Employee that are expressly assumed by Purchaser pursuant except to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described extent provided in Section 1.1(d)(viii)); and5.4; (vi) all Liabilities solely obligations or liabilities with respect to all warranty claims in connection with products sold and/or delivered or services provided by Seller before the Closing in connection with the Transferred Business including any liability for incidental or consequential damages relating thereto; (vii) all obligations or liabilities with respect to all product liability claims, actions, suits, proceedings, disputes or investigations (including claims for death, personal injury or property damage) with respect to products sold and/or delivered or services provided by Seller before the Closing in connection with the Transferred Business including any liability for incidental or consequential damages relating thereto; (viii) all accounts payable from the Division to MT Division and/or to other members of the Milacron Group, on the basis the Division is treated as a separate legal entity for these purposes; (ix) all obligations and liabilities with respect to payroll obligations of the Seller to Transferred Employees that have accrued up to the extent relating Closing Date (including the obligation to pay the Inland Revenue the PAYE and NIC contributions as deducted) in connection with the Transferred Business and all associated UK equivalents of US withholding obligations or liabilities including any UK equivalents of US withholding obligations under any of Seller's benefit plans; (x) all obligations and liabilities of Seller with respect to all claims, actions, suits, proceedings, disputes or investigations based on employment practices of Seller prior to the Closing Date and all claims by employees of the Transferred Business terminated prior to the Closing Date; (xi) all obligations and liabilities with respect to any and all claims (whether known or unknown) arising out of any infringement of the Purchased Assets or the Business arising out intellectual property rights of or third parties in connection with any act, omission or circumstance occurring at any time after products of the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring Business shipped by the Seller prior to the Closing). For Closing Date including the avoidance of doubt, claims ("the ▇▇▇▇▇▇▇ and Hurco Claims") relating to the extent alleged infringement by ▇▇▇▇▇▇▇ Products and Hurco Products (each as defined in the existence Supply Agreement) of existing rights of ▇. ▇▇▇▇▇▇▇ and IMS Technology Inc ("the Existing ▇▇▇▇▇▇▇ and Hurco Rights"); (xii) all obligations or liabilities relating to deferred compensation, life insurance, severance including those equivalent to worker's compensation in the US, and all costs and expenses incurred in providing medical and dental and welfare benefits associated with any Transferred Employee prior to the Closing Date; (xiii) any obligation of the Seller to indemnify any Transferred Employee by reason of the fact that such Person was a director, officer, employee, or agent of Seller or was serving at the request of Seller as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgements, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise). (xiv) the Excluded Liabilities listed in Schedule 1.4(b)(xiv). (xv) all obligations and liabilities due to be performed or paid on or before the Closing Date under the Acquired Contracts. (xvi) [Intentionally omitted] (xvii) all obligations and liabilities of Seller for breach or failure to perform any of the Liabilities set forth above constitutes any actual Seller's Covenants, representations and warranties or alleged Breach of any representation, warranty or covenant agreements contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under made pursuant to this Section 1.1(cAgreement; and (xviii) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to (i) any right to indemnification therefore set forth except as provided in this Agreement or any other Transaction Document or (ii) pursue any other remedy available Agreement, all obligations and liabilities relating to any of the Purchaser Indemnitees pursuant hereto or any other Transaction Document.Sellers Defined Benefits Plan;

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, Purchaser shall assume, effective as of the Initial Closing, and from and after the Initial Closing, Purchaser shall assume and agree to pay pay, perform and discharge when due, all liabilities, obligations and commitments of Seller and any Seller Sub of any nature whatsoever, whether known or unknown, asserted or unasserted, whether due solely the following Liabilities of Seller, or to become due ("liabilities") Related to the extent that they are not Businesses, other than any European Assumed Liabilities and any Excluded Liabilities (collectively, the “"US/MOW Assumed Liabilities”):"), including: (i) Liabilities all liabilities of Seller or any Seller Sub under Included Contracts that arise and accrue after the Closing, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the ClosingUS/MOW Assigned Contracts; (ii) all Liabilities accounts payable of Seller or obligations arising out any Seller Sub to the extent Related to the US/MOW Businesses; (iii) all liabilities in respect of any Legal Proceeding related to and all products, goods or arising out of services sold by the Business or the Purchased AssetsUS/MOW Businesses at any time, in each caseincluding liabilities for refunds, solely adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims; (iv) all liabilities to the extent arising out as a result of at any time being the owner or occupant of, or the operator of the activities conducted at, the US/MOW Premises included in connection the US/MOW Acquired Assets or any other real property owned or leased at any time by Seller or any Seller Sub for use primarily in the US/MOW Businesses, including all liabilities relating to personal injury, property damage, the environment and on-site or off-site waste disposal; (v) all liabilities relating to the employment or termination of employment of any Non-European Transferred Employee or any former employee of Cemax- Icon at any time, including any payroll or employment taxes, unused vacation time and liabilities under corporate credit cards issued to any Non-European Transferred Employee; (vi) all liabilities for Taxes (A) attributable to the US/MOW Acquired Assets (other than Excluded Taxes), (B) of Cemax-Icon for any taxable period (other than Excluded Taxes) and (C) attributable to a US/MOW Purchaser Tax Act; (vii) all liabilities in respect of Proceedings, pending or threatened, whether or not presently asserted, that are Related to the US/MOW Businesses; and (viii) (x) all liabilities under any Benefit Plan sponsored by Cemax-Icon and (y) any Non-European Benefit Plan liability that becomes the obligation of Purchaser under Section 6.09. (b) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective in each European Territory upon the consummation of the European Closing with actsrespect to such European Territory, omissions or circumstances occurring at or and from and after the European Closing (but in no event arising out of or in connection with actsrespect to such European Territory, omissions or circumstances occurring prior Purchaser shall pay, perform and discharge when due, all liabilities Related to the ClosingEuropean Businesses conducted in and from such European Territory other than any Excluded Liabilities (the "European Assumed Liabilities"), including: (i) all liabilities of Seller or any Seller Sub under the European Assigned Contracts; (ii) all accounts payable of Seller or any Seller Sub to the extent Related to the European Businesses (including any liabilities under the White City Supply Agreement); (iii) Liabilities all liabilities in respect of Seller to any and all products, goods or services sold by the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working CapitalEuropean Businesses at any time, including liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims; (iv) Seller’s liability for all liabilities to the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated extent arising as a “current liability” in Closing Working Capital; it result of at any time being the intent owner or occupant of, or the operator of the Parties that such expense be borne activities conducted at, the European Premises included in the European Acquired Assets or any other real property owned or leased at any time by Purchaser)Seller or any Seller Sub for use primarily in the European Businesses, including all liabilities relating to personal injury, property damage, the environment and on-site or off-site waste disposal; (v) those Liabilities with respect all liabilities relating to each (A) the employment or termination of employment of any European Transferred Employee that are expressly assumed by Purchaser pursuant at any time, including any payroll or employment taxes, unused vacation time and liabilities under corporate credit cards issued to Section 4.13, any European Transferred Employee and (B) all Liabilities with respect liabilities relating to such Transferred Employees arising the employment or termination of employment of any European Eligible Employee who terminates employment for any reason after the Closing (but not any Liabilities described in Section 1.1(d)(viii)); andInitial Closing; (vi) all Liabilities solely liabilities for Taxes (A) attributable to the extent relating European Acquired Assets (other than Excluded Taxes) and (B) attributable to a European Purchaser Tax Act; (vii) all liabilities in respect of Proceedings, pending or arising out of the Purchased Assets threatened, whether or the Business arising out of or in connection with any actnot presently asserted, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior that are Related to the Closing). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effectEuropean Businesses; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to and (iviii) any right to indemnification therefore set forth in this Agreement or any other Transaction Document or (ii) pursue any other remedy available to any European Benefit Plan liability that becomes the obligation of the Purchaser Indemnitees pursuant hereto or any other Transaction Documentunder Section 6.09.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser and from and after the Closing, HoldCo shall assume and agree to pay pay, perform and discharge when due solely due, and indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following Liabilities liabilities, obligations and commitments of Sellerany 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 the extent that they are not Excluded Liabilities become due, of Ashland (collectively, the “"Assumed Liabilities”):"), other than any Retained Liabilities: (i) Liabilities all liabilities, obligations and commitments of Seller Ashland under Included the Assigned Contracts that arise to the extent such liabilities, obligations and accrue after the Closing, commitments relate to periods following the Closing, period from and are to be observed, paid, discharged, and performed following 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 or obligations arising (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any Legal Proceeding related 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 Percentage of Environmental reasonable detail) of such Liability described in clause Environmental Liability is (B)(y) above that will be an first received by Ashland Assumed Liability: 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 Liability 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): ------------------------------------------------------------------------------ First through Fifth 0% ------------------------------------------------------------------------------ Sixth 20% ------------------------------------------------------------------------------ Seventh 40% ------------------------------------------------------------------------------ Eighth 60% ------------------------------------------------------------------------------ Ninth 80% ------------------------------------------------------------------------------ If such notice is not 100% received by Ashland on or prior to the ninth anniversary of the Closing Date ------------------------------------------------------------------------------ ; and (v) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arising arise out of the Business operation of any of the Transferred Assets or the Purchased Assetsoperation or conduct of the Maleic Business, in each casecase from and after the Closing. (b) Notwithstanding Section 1.03(a), solely 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 in connection with acts, omissions conduct by Ashland or circumstances occurring at or after any of its affiliates of any business other than the Closing Maleic Business; (but in no event ii) all accounts payable of Ashland to the extent arising out of the operation or in connection with acts, omissions or circumstances occurring conduct of the Maleic Business prior to the Closing); (iii) Liabilities any liability, obligation or commitment of Seller Ashland (A) to the extent that 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 Liabilities liability, obligation or a reserve therefore are included in commitment relates to the calculation of Final Closing Net Working Capitalperiod prior to the Closing; (iv) Seller’s liability for 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 Retention PaymentsMaleic Business or the Transferred Assets (a "Claim") to the extent arising out of actions, pursuant omissions or conditions occurring or existing on or prior to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in the Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser)Date; (v) those Liabilities with respect any liability, obligation or commitment of Ashland to each Transferred Employee that are expressly assumed the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the ownership or operation by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after Ashland of any of the Closing (but not any Liabilities described in Section 1.1(d)(viii)); andExcluded Assets; (vi) all Liabilities solely except as otherwise expressly provided in Section 4.03, any liability, obligation or commitment of Ashland arising under any Maleic Benefit Plan; (vii) any liability, obligation or 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 Transaction Agreements or any of the Ancillary Agreements; (ix) the amount, if any, equal to the extent relating to or arising out aggregate book value (as of the Purchased Assets or the Business arising out Closing Date) of or in connection with any act, omission or circumstance occurring at any time all Receivables that are not collected after the Closing Date and remain outstanding for a period of more than 60 days after their respective due dates (but as reflected in no event arising out of or in connection with any act, omission or circumstance occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of any books and records of the Liabilities set forth above constitutes any actual or alleged Breach 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 any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effectAgreement to be a Retained Liability; provided, however, that nothing herein shall limit in the event any right one or more of the Purchaser Indemnitees Receivables become Retained Liabilities under this clause (ix), promptly following Ashland's payment to HoldCo with respect to such Receivables under this clause (iix), HoldCo shall assign all of its rights, title and interests in, to and under such Receivables and, to the extent HoldCo thereafter receives any payments from the relevant customers on account of such Receivables, HoldCo shall promptly forward such payments to Ashland; and (x) any right Environmental Liability arising out of events occurring or circumstances or conditions arising prior to indemnification therefore set forth 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 (A) is the result of a change in this Agreement use after the Closing Date of (x) any portion of the Premises consisting of the parcels of real property on which the maleic anhydride plant located in Neal, West Virginia (the "Plant") is located (which parcels are identi▇▇▇▇ ▇▇ 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 other Transaction Document portion of the Premises to a use other than an industrial use or (iiB) pursue was discovered as a result of a Phase II or 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 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 remedy available 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 the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Purchaser Indemnitees pursuant hereto Marathon Parties or their affiliates (and not of any other Transaction Documentof the Ashland Parties or their affiliates).

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, Buyer shall assume, effective as of the Closing, Purchaser and, from and after the Closing, Buyer shall assume and agree to pay pay, perform and discharge when due solely only the following Liabilities written obligations and written commitments of SellerSeller expressly set forth in the written agreements specifically listed in Section 1.03(a) of the Seller Disclosure Schedule (collectively, to the extent that they are not Excluded Liabilities “Assigned/Assumed Contracts”) (collectively, the “Assumed Liabilities”):). (b) 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 of which shall be retained and paid, performed and discharged when due by Seller or any NonSeller Subsidiary, as applicable: (i) Liabilities any liability, obligation or commitment of Seller under Included Contracts that arise 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 accrue after based upon, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission existing or arising on or occurring prior to the Closing, relate 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 Seller Disclosure Schedule solely to periods following the extent arising under such Assigned/Assumed Contracts 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 (the “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 extent set forth in such Assigned/Assumed Contracts set forth in Section 1.03(a) of the Seller Disclosure Schedule arising after the Closing 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); (ii) any liability, obligation or commitment of Seller (including the NonSeller Subsidiaries) (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, and are or (B) accruing under any Assigned/Assumed Contract with respect to be observed, paid, discharged, and performed following any period prior to the Closing; (iiiii) all Liabilities any liability, obligation or obligations commitment arising out of (A) any Legal Proceeding related suit, action or proceeding pending or threatened as of the Closing Date, whether brought prior to, on or after the Closing Date or (B) any actual or alleged violation by 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 the Closing; (iv) any liability, obligation or arising commitment of Seller or any NonSeller Subsidiary that relates to, or that arises out of, any Excluded Asset, or that arises out of the Business 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 (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 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 an agreement or otherwise, to indemnify any other person with respect to the payment of any amounts of the 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 Purchased AssetsAssumed 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 each caseconnection with this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby or the liquidation or dissolution of Seller or any NonSeller Subsidiary following the Closing (collectively, solely the “Transaction Costs”); (vii) any 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 Seller Subsidiaries’) 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 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 actsthis 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, omissions including misappropriation of trade secrets, ownership or circumstances 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 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 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 (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 or arises out of accidents, injuries or losses occurring at on or prior to or after the Closing (but in no event arising out of or in connection with acts, omissions or circumstances occurring prior to the Closing); (iii) Liabilities of Seller to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capital; (iv) Seller’s liability for the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser); (v) those Liabilities with respect to each Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described in Section 1.1(d)(viii)); and (vi) all Liabilities solely to the extent relating to or arising out of the Purchased Assets or the Business arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to (i) any right to indemnification therefore set forth in this Agreement or any other Transaction Document or (ii) pursue any other remedy available to any of the Purchaser Indemnitees pursuant hereto or any other Transaction DocumentDate.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser and from and after the Closing, HoldCo shall assume and agree to pay pay, perform and discharge when due solely due, and indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following Liabilities liabilities, obligations and commitments of Sellerany 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 the extent that they are not Excluded Liabilities become due, of Ashland (collectively, the “"Assumed Liabilities”):"), other than any Retained Liabilities: (i) Liabilities all liabilities, obligations and commitments of Seller Ashland under Included the Assigned Contracts that arise to the extent such liabilities, obligations and accrue after the Closing, commitments relate to periods following the Closing, period from and are to be observed, paid, discharged, and performed following 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 or obligations arising (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any Legal Proceeding related 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 Percentage of Environmental reasonable detail) of such Liability described in clause Environmental Liability is (B)(y) above that will be an first received by Ashland Assumed Liability: 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 Liability 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): ------------------------------------------------------------------------------ First through Fifth 0% ------------------------------------------------------------------------------ Sixth 20% ------------------------------------------------------------------------------ Seventh 40% ------------------------------------------------------------------------------ Eighth 60% ------------------------------------------------------------------------------ Ninth 80% ------------------------------------------------------------------------------ If such notice is not 100% received by Ashland on or prior to the ninth anniversary of the Closing Date ------------------------------------------------------------------------------ ; and (v) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arising arise out of the Business operation of any of the Transferred Assets or the Purchased Assetsoperation or conduct of the Maleic Business, in each casecase from and after the Closing. (b) Notwithstanding Section 1.03(a), solely 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 in connection with acts, omissions conduct by Ashland or circumstances occurring at or after any of its affiliates of any business other than the Closing Maleic Business; (but in no event ii) all accounts payable of Ashland to the extent arising out of the operation or in connection with acts, omissions or circumstances occurring conduct of the Maleic Business prior to the Closing); (iii) Liabilities any liability, obligation or commitment of Seller Ashland (A) to the extent that 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 Liabilities liability, obligation or a reserve therefore are included in commitment relates to the calculation of Final Closing Net Working Capitalperiod prior to the Closing; (iv) Seller’s liability for 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 Retention PaymentsMaleic Business or the Transferred Assets (a "Claim") to the extent arising out of actions, pursuant omissions or conditions occurring or existing on or prior to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in the Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser)Date; (v) those Liabilities with respect any liability, obligation or commitment of Ashland to each Transferred Employee that are expressly assumed the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the ownership or operation by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after Ashland of any of the Closing (but not any Liabilities described in Section 1.1(d)(viii)); andExcluded Assets; (vi) all Liabilities solely except as otherwise expressly provided in Section 4.03, any liability, obligation or commitment of Ashland arising under any Maleic Benefit Plan; (vii) any liability, obligation or 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 Transaction Agreements or any of the Ancillary Agreements; (ix) the amount, if any, equal to the extent relating to or arising out aggregate book value (as of the Purchased Assets or the Business arising out Closing Date) of or in connection with any act, omission or circumstance occurring at any time all Receivables that are not collected after the Closing Date and remain outstanding for a period of more than 60 days after their respective due dates (but as reflected in no event arising out of or in connection with any act, omission or circumstance occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of any books and records of the Liabilities set forth above constitutes any actual or alleged Breach 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 any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effectAgreement to be a Retained Liability; provided, however, that nothing herein shall limit in the event any right one or more of the Purchaser Indemnitees Receivables become Retained Liabilities under this clause (ix), promptly following Ashland's payment to HoldCo with respect to such Receivables under this clause (iix), HoldCo shall assign all of its rights, title and interests in, to and under such Receivables and, to the extent HoldCo thereafter receives any payments from the relevant customers on account of such Receivables, HoldCo shall promptly forward such payments to Ashland; and (x) any right Environmental Liability arising out of events occurring or circumstances or conditions arising prior to indemnification therefore set forth 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 (A) is the result of a change in this Agreement use after the Closing Date of (x) any portion of the Premises consisting of the parcels of real property on which the maleic anhydride plant located in Neal, West Virginia (the "Plant") is located (which parcels are identif▇▇▇ ▇▇ ▇uch 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 other Transaction Document portion of the Premises to a use other than an industrial use or (iiB) pursue was discovered as a result of a Phase II or 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 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 remedy available 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 the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Purchaser Indemnitees pursuant hereto Marathon Parties or their affiliates (and not of any other Transaction Documentof the Ashland Parties or their affiliates).

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall assume and agree to pay pay, perform and discharge when due solely due, all the following Liabilities liabilities, obligations and commitments of Seller, to Seller and Seller Sub (the extent that they are not Excluded Liabilities (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): (i) Liabilities of Seller under Included Contracts that arise and accrue after the Closingany liability, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the Closing; (ii) all Liabilities obligation or obligations arising out of any Legal Proceeding related commitment relating to or arising out of the Business or the Purchased Assetsany Acquired Asset, in each casewhether express or implied, solely to the extent liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, arising out of or in connection with actsresulting from any fact, omissions circumstance, occurrence, condition, act or circumstances omission occurring at or after the Closing (Date , but in no event not based on, arising out of or in connection with actsresulting from any fact, omissions circumstance, occurrence, condition, act or circumstances omission existing on or occurring on or prior to the ClosingClosing Date; (ii) all liabilities, obligations and commitments of Seller or Seller Sub under the Assigned Contracts arising after the Closing Date, except obligations, liabilities or obligations arising out of any actual or alleged breach on or prior to the Closing Date by Seller or Seller Sub of, or nonperformance on or prior to the Closing Date by Seller or Seller Sub under, any Assigned Contract; and (iii) all accounts payable and accrued expenses of Seller or Seller Sub arising out of the operation or conduct of the Business on or prior to the Closing Date, but only to the extent included in Closing Working Capital. (b) Except as set forth in Section 1.03(a), and notwithstanding any other provision of this Agreement or any Ancillary Agreement, Purchaser shall not assume any liabilities, obligations and commitments of Seller and Seller Sub (the "EXCLUDED LIABILITIES"), all of which shall be retained and paid, performed and discharged when due by Seller and Seller Sub, including: (i) any liability, obligation or commitment of Seller or Seller Sub not specifically listed in Section 1.03(a); (iiiii) Liabilities any liability, obligation or commitment of Seller to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capital; (iv) Seller’s liability for the Retention PaymentsSeller Sub, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated except as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser); (v) those Liabilities with respect to each Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described specifically set forth in Section 1.1(d)(viii1.03(a)); and (vi) all Liabilities solely to the extent , relating to or arising out of the Purchased Assets Business or the Business any Acquired Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, arising out of or in connection with resulting from any actfact, circumstance, occurrence, condition, act or omission existing on or circumstance occurring at any time after on or prior to the Closing Date; (but in no event iii) any liability, obligation or commitment of Seller or Seller Sub, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, arising primarily out of the operation or in connection with conduct by Seller or any actof its affiliates of any business other than the Business; (iv) any liability, omission obligation or circumstance occurring commitment of Seller or Seller Sub arising primarily out of any actual or alleged breach by Seller or Seller Sub of, or nonperformance by Seller or Seller Sub under, any Contract (including any Assigned Contract) on or prior to the Closing; (v) any liability, obligation or commitment of Seller or Seller Sub arising primarily out of (A) any claim, suit, action or proceeding ("PROCEEDING") pending or, to the knowledge of Seller or Seller Sub, threatened as of the Closing Date or (B) any actual or alleged violation by Seller or any of its affiliates of any Applicable Law on or prior to the Closing; (vi) any account payable or accrued expense of Seller or Seller Sub to the extent not included in Closing Working Capital and any indebtedness for borrowed money or guarantees thereof; (vii) any liability, obligation or commitment of Seller or Seller Sub to the extent it relates to, or that arises out of, any Excluded Asset, or that arises out of the distribution to, or ownership by, Seller or Seller Sub of the Excluded Assets or associated with the realization of the benefits of any Excluded Asset; (viii) any liability, obligation or commitment for Taxes, whether or not accrued, assessed or currently due and payable, (A) of Seller or Seller Sub (including any and all income Taxes of each of Seller and Seller Sub). For , or for which either of Seller and Seller Sub is liable, under Treasury Regulation section 1.1502-6, as a transferee, by contract, or otherwise, or (B) levied with respect to the avoidance Acquired Assets for the Pre-Closing Tax Period as provided in Section 5.18(b) and in any case which have not been explicitly assumed by Purchaser pursuant to this Agreement; (ix) except as expressly provided in Section 5.09, any liability, obligation or commitment of doubtSeller or Seller Sub arising under any Seller Benefit Plan; (x) any liability, obligation or commitment arising under any Environmental Law in respect of the Acquired Assets or Business, to the extent arising out of conditions existing or events occurring on or prior to the existence Closing Date; (xi) any liability, obligation or commitment of any Seller or Seller Sub that relates to, or that arises out of, services performed or products manufactured, shipped or sold by or on behalf of Seller or Seller Sub on or prior to the Liabilities set forth above constitutes any actual or alleged Breach Closing Date (including claims of any representationnegligence, warranty or covenant contained in the Transaction Documents personal injury, product damage, product liability, product warranties, promotional obligations, strict liability, product recall or any other agreement claims (including workers' compensation, employer's liability or document delivered in connection therewithotherwise)), Purchaser’s whether such liability, obligation or commitment relates to or arises out of accidents, injuries or losses occurring on or prior to the Closing Date; (xii) any liability, obligation or commitment of Seller or Seller Sub that relates to, or that arises out of, the termination of the employment with Seller or Seller Sub of any Business Employee, former Business Employee or service provider of the Business (including as a result of the transactions contemplated by this Agreement) or the service of any employee or consultant with Seller or Seller Sub on or prior to the Closing Date, including any salary, severance, bonuses, vacation, stock options or other employee benefits, rights or obligations under this any Seller Benefit Plan, except to the extent expressly provided otherwise in Section 1.1(c5.09; and (xiii) any liability, obligation or commitment of Seller or Seller Sub to any of their respective affiliates. (c) Purchaser shall continue in full force acquire the Acquired Assets free and effect; providedclear of all liabilities, howeverobligations and commitments of Seller or Seller Sub, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens. (d) Seller and Purchaser acknowledge that nothing herein shall limit any right certain expenses of the Business are paid on a periodic basis. Accordingly, the items listed below, to the extent not included in Closing Working Capital, shall be apportioned between Seller and Seller Sub and Purchaser, with Seller and Seller Sub being responsible for all such expenses attributable to periods on or prior to the Closing Date, and Purchaser Indemnitees being responsible for all expenses attributable to periods after the Closing Date: (i) prepaid rent, tenant utility payments and all other percentage or additional rent, common area maintenance and sundry charges (including any right to indemnification therefore set forth in this Agreement or any other Transaction Document or HVAC charges) and commissions paid by tenants; (ii) pursue any utility company charges, including electricity, gas, fuel, water and sewer charges; (iii) general and special assessments and other remedy available to any public or private charges affecting the Leased Property; and (iv) other items typically apportioned in sale of assets transactions of the Purchaser Indemnitees pursuant hereto or any other Transaction Documenttype contemplated by this Agreement.

Assumption of Certain Liabilities. On Upon Closing, and subject to Seller’s indemnification obligation set forth in Section 14.1 above for the terms and conditions of this Agreementperiod it remains in effect, as of the Closing, Purchaser Buyer shall assume and agree timely and fully pay, perform and otherwise discharge, without recourse to pay the Seller Indemnified Parties, all obligations and discharge when due solely Liabilities, direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, arising under or with respect to the following Liabilities ownership or operation of Sellerthe Assets and regardless of whether the same accrued or otherwise arose before, on or after the Effective Time, including, without limitation: (a) the condition of the Properties on the date of Closing (including, without limitation, all obligations to properly plug and abandon, or replug and re-abandon, ▇▇▇▇▇ located on the Properties, to restore the extent that they are not Excluded Liabilities (collectivelysurface of the Properties and to comply with, or to bring the “Assumed Liabilities”): (i) Liabilities Properties into compliance with, Environmental Laws, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of Seller under Included Contracts that arise and accrue whether such condition or the events giving rise to such condition arose or occurred before or after the Closing, relate and (b) the proper payment of any rentals and royalties with respect to periods following the ClosingProperties (all of the above items in this Section 14.2 being called the “Assumed Obligations”). THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, and are to be observedOBLIGATIONS OR LIABILITIES, paidOR SUCH CLAIMS, dischargedACTIONS, and performed following the Closing; CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) all Liabilities or obligations arising out of any Legal Proceeding related to or arising out of the Business or the Purchased Assets, in each case, solely to the extent arising out of or in connection with acts, omissions or circumstances occurring at or after the Closing (but in no event arising out of or in connection with acts, omissions or circumstances occurring prior to the Closing); (iii) Liabilities of Seller to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capital; (iv) Seller’s liability for the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser); (v) those Liabilities with respect to each Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described in Section 1.1(d)(viii)); and (vi) all Liabilities solely to the extent relating to or arising out of the Purchased Assets or the Business arising out of or in connection with any act, omission or circumstance occurring at any time after the Closing (but in no event arising out of or in connection with any act, omission or circumstance occurring prior to the Closing). For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to (i) any right to indemnification therefore set forth in this Agreement or any other Transaction Document or (ii) pursue any other remedy available to any of the Purchaser Indemnitees pursuant hereto or any other Transaction DocumentSTRICT LIABILITY.

Assumption of Certain Liabilities. On and subject (a) Subject to the terms and conditions of this AgreementSection 1.04, Purchaser shall assume, effective as of the Closing, and, from and after Closing, Purchaser shall assume and agree to pay pay, perform and discharge when due due, all liabilities, obligations and commitments of Seller and its Affiliates (i) under any trade accounts payable in respect of any Assigned Inventory that are outstanding at Closing (“Assumed Accounts Payable”) and (ii) under the Assigned Contracts, the Regulatory Approvals or otherwise in connection with the TBZ Business or any Acquired Asset solely the following Liabilities of Seller, to the extent related to the period from and after Closing, except for any such liabilities that they are not Excluded Liabilities (collectivelytogether with the Assumed Accounts Payable, the “Assumed Liabilities”):), and Purchaser shall indemnify Seller and its Affiliates against all Costs (other than Taxes arising in connection with the assumption of such Assumed Liabilities) incurred or suffered by Seller or any of its Affiliates in respect of the Assumed Liabilities following Closing, including any failure on the part of Purchaser to carry out, perform or complete any obligations with respect to the Assumed Liabilities. (b) Notwithstanding any other provision of this Agreement, and regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities, obligations and commitments of Seller or any of its Affiliates (the “Excluded Liabilities”), all of which shall be retained and paid, performed and discharged by Seller or its Affiliates: (i) Liabilities any liability or obligation of Seller under Included Contracts that arise and accrue after the Closingor any of its Affiliates, relate to periods following the Closing, and are to be observed, paid, discharged, and performed following the Closing; (ii) all Liabilities or obligations arising out of any Legal Proceeding related to or arising out of the Business or the Purchased Assets, in each case, solely to the extent arising out of or in connection with acts, omissions or circumstances occurring at or after the Closing (but in no event arising out of or in connection with acts, omissions or circumstances occurring prior to the Closing); (iii) Liabilities of Seller to the extent that such Liabilities or a reserve therefore are included in the calculation of Final Closing Net Working Capital; (iv) Seller’s liability for the Retention Payments, pursuant to agreements entered into pursuant to Section 4.13(b) (which, for purposes of clarity, shall not be treated except as a “current liability” in Closing Working Capital; it being the intent of the Parties that such expense be borne by Purchaser); (v) those Liabilities with respect to each Transferred Employee that are expressly assumed by Purchaser pursuant to Section 4.13, and all Liabilities with respect to such Transferred Employees arising after the Closing (but not any Liabilities described specifically set forth in Section 1.1(d)(viii1.03(a)); and (vi) all Liabilities solely to the extent , relating to or arising out of the Purchased Assets TBZ Business or any Acquired Asset, whether express or implied, accrued or contingent, in each case to the Business extent based upon, arising out of or in connection with resulting from any actfact, circumstance, occurrence, condition, act or omission existing, committed by Seller or circumstance any of its Affiliates or otherwise occurring at prior to Closing; (ii) any time after liability, obligation or commitment of Seller or any of its Affiliates, whether express or implied, accrued or contingent, to the Closing extent that it relates to, or arises out of, any Excluded Asset or the operation or conduct by Seller or any of its Affiliates of any business other than the TBZ Business; (but in no event iii) any liability or obligation of Seller or any of its Affiliates to the extent (A) arising out of any actual or alleged breach by Seller or any of its Affiliates of, or non-performance by Seller or any of its Affiliates under, any contract, licence, sublicence, agreement (including all manufacturing, confidentiality, licence, supply and distribution agreements), commitment or other legally binding arrangement (including purchase orders and sales orders), whether oral or written (“Contracts”) (including any Assigned Contract), prior to Closing, (B) accruing under any Assigned Contract with respect to any period prior to Closing (except as otherwise specifically set forth in Section 1.03(a)) or (C) arising under any Contract entered into in violation of this Agreement; (iv) any liability, obligation or commitment of Seller or any of its Affiliates with respect to Taxes, other than withholding taxes payable in the ordinary course of the TBZ Business in respect of payments made under any Assigned Contract following Closing; (v) any liability, obligation or commitment of Seller or any of its Affiliates arising out of (A) any suit, action or proceeding (“Proceeding”) to the extent such Proceeding relates to the activities of Seller or any of its Affiliates prior to Closing or (B) any actual or alleged violation by Seller or any of its Affiliates of any Applicable Law (as defined in Section 3.03) prior to Closing; (vi) any liability, obligation or commitment of Seller or any of its Affiliates under or in connection with relation to all Regulatory Approvals and Drug Approval Dossiers to the extent related to the period prior to Closing; (vii) any actliability, omission obligation or circumstance commitment of Seller or any of its Affiliates that relates to, or arises out of, products, including the TBZ Products, sold by or on behalf of Seller or any of its Affiliates prior to Closing (including 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)), whether such liability, obligation or commitment relates to or arises out of accidents, injuries or losses occurring prior to or after Closing; and (viii) any liability, obligation or commitment of Seller or any of its Affiliates to Seller or any of its Affiliates. (c) Seller shall indemnify Purchaser and its Affiliates against all Costs incurred or suffered by Purchaser or any of its Affiliates in respect of the ClosingExcluded Liabilities, including any failure on the part of Seller or any of its Affiliates to carry out, perform or complete any obligations with respect to the Excluded Liabilities. (d) Purchaser shall acquire the Acquired Assets free and clear of all liabilities, obligations and commitments of Seller and its Affiliates, other than the Assumed Liabilities, and free and clear of all Liens (as defined in Section 3.05). , other than for (i) customary retention or reservation of title provisions in favour of suppliers, common carriers or warehousers in respect of Assigned Inventory and (ii) any obligations with respect to Regulatory Approvals imposed by Applicable Law or the terms thereof. (e) For the avoidance of doubt, to the extent the existence of any of the Liabilities set forth above constitutes any actual or alleged Breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith, Purchaser’s obligations under this Section 1.1(c) shall continue in full force and effect; provided, however, that nothing herein shall limit any right of the Purchaser Indemnitees to (i) any right royalty obligations payable pursuant to indemnification therefore set forth the 1998 LifeHealth Licence shall be allocated on the basis of net profits (as defined under, and calculated in this Agreement or any other Transaction Document or accordance with, the 1998 LifeHealth Licence), determined on a daily basis, with the royalty obligations in respect of net profits prior to Closing to be for the account of Seller and for the period from and after Closing to be for the account of Purchaser, and (ii) pursue any other remedy available payment obligations in respect of development projects properly accrued in the period prior to any Closing shall be for the account of Seller and such obligations properly accrued in the Purchaser Indemnitees pursuant hereto or any other Transaction Documentperiod from and after Closing shall be for the account of Purchaser.