Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. (a) Upon the terms and subject to the conditions set forth in of this Agreement, including the indemnification provisions of Section 10.01 and the provisions of Section 1.04(b), Purchaser shall, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall (1) agree to cause the Transferred Entity to pay, perform and discharge when due, all of its obligations, liabilities and performcommitments 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 (“Liabilities”), and (2) assume, and shall pay, perform and discharge when due, all of the following Liabilities of Seller Groupor any other member of the Seller Group (other than the Transferred Entity), in each case to the extent such Liabilities arise out of or relate to the Transferred Assets, the Business or the operation or conduct of the Business prior to, on or after the Closing Date, other than the Excluded Retained Liabilities (clauses (1) and (2) collectively and other than the Retained Liabilities, the “Assumed Liabilities”), which Assumed Liabilities shall include (in each case, other than the Retained Liabilities): (i) all Liabilities to the extent included on the Closing Date Statement, as finally determined after resolution of all disputes in accordance with Section 2.03(b); (ii) all ordinary course Liabilities to the extent arising out of, or relating to, the operation or conduct of the Business or the ownership of the Transferred Assets prior to the Closing, that are not required to be reflected on the Closing Date Statement; (iii) all Liabilities of Seller or any other member of the Seller Group under the Transferred Contracts and the Transferred Permits; (iv) all accounts payable and accrued liabilities to the extent such Liabilities arise out of or relate to the operation or conduct of the Business; (v) all Liabilities of Seller or any other member of the Seller Group to the extent arising out of or relating to products manufactured or sold by the Business at any time, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims to the extent relating to such products; (vi) all Environmental Liabilities to the extent at any time arising out of or relating to the Business, the Transferred Real Property, the ownership, operation or conduct of the Business or the ownership or operation of, or activities conducted at, the Transferred Real Property; (vii) all Liabilities in respect of any Action, pending or threatened, and claims, whether or not presently asserted, to the extent at any time arising out of or relating to the operation or conduct of the Business; (viii) solely to the extent such Liabilities are expressly assumed by Purchaser pursuant to Section 6.06, (A) employment and employee benefit-related Liabilities with respect to Transferred Employees and their dependents and beneficiaries (regardless of when or whether such Liabilities arose, arise, were or are incurred) arising out of or relating to any Business Benefit Plan or Business Benefit Agreement other than the Retained Benefit Liabilities (the “Benefit Plan Liabilities”) and (B) all employment and employee Liabilities arising out of or relating to the operation or conduct of the Business; (ix) all Liabilities for (A) Taxes arising out of or relating to or in respect of the Business, the Transferred Assets or the Transferred Entity for any Post-Closing Tax Period, including the Post-Closing Tax Period of a Straddle Period and (B) one-half of any Transfer Taxes (collectively, the “Assumed Tax Liabilities”):); and 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including (x) all trade accounts payable representing amounts payable to suppliers of Liabilities reflected on the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Balance Sheet other than (A) reserves for any other Liabilities with respect to which Purchaser is otherwise indemnified hereunder and (B) Liabilities discharged after the Transferred Employees, including, without limitationdate of the Balance Sheet. (b) Notwithstanding any other provision of this Agreement to the contrary, (i1) all past obligations Purchaser shall not assume or have any liability in respect of any Retained Liability, each of which shall be retained and shall be paid, performed and discharged when due by Seller or the other applicable member of the Seller toward Group and (2) as between the parties to this Agreement, the Transferred Employees; Entity shall not be obliged to pay, perform and discharge any Liability that is a Retained Liability (ii) all ongoing obligations toward and Seller shall indemnify the Transferred Employees following their transfer to the Buyer; Purchaser Indemnitees in accordance with Article X from and (iii) all Claims against any Liability of the Transferred Employees arising from their employment with the Seller, as Entity that is a Retained Liability but continues to be a Liability of the Signing Date; 2.4.3Transferred Entity after the Closing by operation of Law). All For the purposes of this Agreement, “Retained Liabilities, ” shall mean the following Liabilities of Seller or any other than trade accounts payable and accrued expenses member of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).:

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions conditions, including Section 6.2, set forth in this Agreement, on the Closing Date, the debts, liabilities and obligations of the Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, perform and discharge all such debts, liabilities and obligations when due: (i) All obligations arising after the Closing Date under the Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent that such obligation arises out of a violation of such Contract or Lease prior to the Closing Date; (ii) All obligations under purchase orders accepted by the Contributor or its Contributed Subsidiaries in the ordinary course of business of the Contributed Business prior to the Closing Date that are not filled as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Closing Date; 2.4.2. (iii) Current accrued expenses related to employee vacation and lag- week accruals for employees that become Partnership Employees; (iv) All Liabilities with respect to the Transferred Employeesobligations and liabilities, includingof every kind and nature, without limitation, (i) all past obligations arising out of, in connection with or related to the ownership, operation or use after the Closing Date of the Seller toward Assets or the Transferred Employees; Contributed Business; (iiv) all ongoing obligations toward the Transferred Employees following their transfer Seven Year PCCL Claims to the Buyer; extent the aggregate thereof does not exceed $7,000,000; (vi) Third Party Claims that are related to Pre-Closing Contingent Liabilities and (iii) all Claims of that are first asserted seven years or more after the Transferred Employees arising from their employment with the Seller, as of the Signing Closing Date; 2.4.3. (vii) The obligations for indebtedness described on Schedule 2.5(a)(vii); (viii) [Reserved]; (ix) All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and Liabilities associated with products sold after the Signing DateClosing Date regardless of when manufactured; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities(x) The long-term liabilities set forth on Schedule 2.5(a)(x); and 2.4.5. All (xi) Any other Liabilities related Liability specifically assumed by the Partnership pursuant to the conduct terms of this Agreement. The liabilities and obligations assumed by the Business and reflected in Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the Closing Balance Sheet "Assumed Liabilities." (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until b) On the Closing Date, the Partnership shall deliver to the Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Upon the terms and subject to the conditions Except as otherwise expressly set forth herein or, if applicable, in the Interim Servicing Agreement, upon the satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, as Purchaser shall assume the following obligations, each without the execution or delivery of any additional document, on the Closing Date: 1. All of the Signing Date obligations of Seller arising after the Cut-Off Time to perform under the Cardholder Agreements, and the Security Agreements included in the Accounts to be Sold (but subject excluding obligations for Account Benefits pursuant to Article III); and 2. All of the obligations of Seller arising after the Cut-Off Time to perform with respect to the consummation Accounts to be Sold under any Requirements of Law, except for those charges: (a) arising from Seller’s violation on or before Cut-Off Time to any Requirements of Law; or (b) arising from or relating to any special assessments with respect to periods up to and including the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities Cut-Off time (collectively, the “Assumed Liabilities”): 2.4.1). All trade accounts payable and accrued expenses incurred Prior to the Conversion Date, the payments to be made by Purchaser to Seller Group, including all trade accounts payable representing amounts payable under this section shall be made pursuant to suppliers Article III of the BusinessInterim Servicing Agreement. 3. Except as provided above, to the extent directly Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the conduct operation of the Business from and Seller’s business prior to, at or after the Signing Date;Cut-Off Time. 2.4.24. All Liabilities with respect to Seller expressly retains all liability arising out of or from the Transferred EmployeesAccount Benefits, including, without limitationbut not limited to, (i) all past obligations points and the cost of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer possible redemption of such points prior to the Buyer; Cut-Off Time. Purchaser assumes liability for points and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and redemption thereof after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Cut-Off Time.

Assumption of Liabilities. Upon Effective as of the terms Closing Date and subject to the terms and conditions set forth in this Agreement, as Purchaser will assume and agree to discharge all liabilities of Seller arising out of the Signing Date Transferred Business, whether known or unknown, whether absolute, accrued, contingent, c▇▇▇▇▇, inchoate or otherwise, whether due or to become due, whether or not determined or determinable (but subject “Liabilities”) which were incurred after October 1, 1997 and were not fulfilled, settled or waived prior to the consummation of the Closing)Closing Date, Buyer shall assume, but excluding all Retained Liabilities as defined and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities specified in Section 3.02 below (collectively, the “Assumed Liabilities”):). The Assumed Liabilities include the following, in each case except for Retained Liabilities as specified in Section 3.02 below: 2.4.1. All Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers which arose in the ordinary course of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities business with respect to the Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, including, without limitation, all Liabilities of Seller with respect to (i) all past obligations of the Seller toward the Transferred Employees; Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) all ongoing obligations toward employees of Seller engaged in the Transferred Employees following their transfer Business whose employment was terminated prior to the Buyer; and Closing Date (iii“Terminated Employees”) all Claims of the Transferred Employees incurred or arising from their employment with the Selleracts or omissions between October 1, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable 1997 and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet Date (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until even if asserted after the Closing Date), and such Liabilities in (i) and (ii) above shall include but not be limited to Liabilities assumed by Purchaser as described in Section 7.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under Seller’s Welfare Plans (as defined in Section 5.12.1 below), (B) for accrued vacation, sick leave, holiday pay or other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by Seller in the Transferred Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below; Section 2.03; Contracts: all Liabilities of Seller which arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have been made against Seller with respect to the Transferred Business (but not paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Transferred Business after October 1, 1997 and prior to the Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from events occurring in the Transferred Business after October 1, 1997 and before the Closing Date; Section 2.05; Previous Business of Seller first engaged in after October 1, 1997: all Liabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, 1997, but which is not part of Seller’s Business at the date hereof; and Section 2.06; Transaction Liabilities: all Liabilities (including any Liabilities under applicable federal and state securities laws) of Seller arising in connection with the investment election offered to employees of Seller to acquire a beneficial interest in Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (as defined in Section 5.12.1 below) in the employee stock ownership plan established by Purchaser (“ESOP”), or any other act or omission of Purchaser (or its officers or key managers) that results, directly or indirectly, in a Liability to Seller in connection with such election.

Assumption of Liabilities. Upon Notwithstanding anything to the contrary set forth in the definition of AMD Excluded Liabilities or Fujitsu Excluded Liabilities, but otherwise subject to the terms and subject to conditions of this Agreement and the conditions Ancillary Documents and in reliance upon the representations, warranties and agreements herein set forth in this Agreementforth, the Joint Venture, effective as of the Signing Date Closing, will assume and perform and in due course pay and discharge (but subject or cause its applicable Affiliates to perform, pay and discharge) the following Liabilities of the Contributing Parties and their Affiliates (and with respect to Section 2.2(f), FASL (Japan)): (a) any Liabilities arising out of or based upon events or circumstances occurring after the Closing in connection with or resulting from the operation of the Joint Venture Business, including product warranty claims made with respect to the consummation sale of products by the Closing), Buyer shall assume, Joint Venture and from and its Subsidiaries after the Closing, Buyer whether or not such products were manufactured prior to the Closing; (b) any amounts payable by a Contributing Party or its Affiliates and any other Liabilities (executory or otherwise) of a Contributing Party or its Affiliates that accrue or relate to the period after the Closing under any Contract included in (i) the AMD Business Assets and (ii) the Fujitsu Business Assets, provided that, the Joint Venture shall pay, discharge when due, and perform, all assume such Liabilities with respect to (A) any Coatue Employee Agreement only to the extent that the Coatue Employees who are parties to such Coatue Employee Agreement become employees of the following Joint Venture or a Subsidiary of the Joint Venture and (B) the Coatue Employee Contract referred to as Side Letter by and between ▇▇▇▇ ▇▇▇▇▇▇▇ regarding the investment in the Russian Federation only to the extent the investment in the Russian Federation provided for therein occurs after the fourth anniversary of the date hereof; (c) any amounts payable by the Joint Venture pursuant to Sections 2.3, 2.4 and 2.5 and other Liabilities specifically assumed under other provisions of the Transaction Documents; (d) Liabilities to the extent reflected as accruals or reserves on the AMD Contributed Subsidiary Closing Balance Sheets (except as otherwise specifically provided in Sections 2.3 or 2.5 or in any other provision of the Transaction Documents); (e) Liabilities to the extent reflected as accruals or reserves on the Fujitsu Contributed Balance Sheets; (f) Liabilities of Seller GroupFASL (Japan); (g) Liabilities for product warranty and product return claims with respect to product sales made prior to the Closing by AMD, other than Fujitsu or their Affiliates up to the Excluded sum of the reserves for such claims contributed by AMD and Fujitsu, respectively, as set forth on Schedules 5.26 and 6.26; and (h) Liabilities with respect to accrued but unused vacation and sabbatical as of the Closing Date for the AMD Prospective Transferred Employees and the Fujitsu Prospective Transferred Employees up to the sum of the reserves and accruals for such Liabilities contributed by AMD and Fujitsu, respectively, as set forth on Schedules 5.26 and 6.26 (collectively, the “Assumed Liabilities”): 2.4.1). All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, The Assumed Liabilities described above that relate to the extent directly related AMD Flash Memory Business being assumed by the Joint Venture are referred to herein as the “AMD Assumed Liabilities” and the Assumed Liabilities described above that relate to the conduct Fujitsu Flash Memory Business being assumed by the Joint Venture are referred to as the “Fujitsu Assumed Liabilities.” In the event that payment is received by a Contributing Party or its Affiliates as payment for the performance of services or the Business from and after the Signing Date; 2.4.2. All Liabilities with respect provision of products, which performance of services or provision of products is an Assumed Liability hereunder, such Contributing Party shall, or shall cause its respective Affiliates to, pay over to the Transferred EmployeesJoint Venture the amounts so received in respect of such Assumed Liability. EXCEPT FOR THE ASSUMED LIABILITIES WHICH ARE HEREBY EXPRESSLY ASSUMED, includingTHE JOINT VENTURE DOES NOT ASSUME ANY LIABILITIES, without limitationDEBTS, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)OBLIGATIONS OR DUTIES OF ANY CONTRIBUTING PARTY OF ANY KIND OR NATURE WHATSOEVER.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of At the Closing), Buyer shall assume, and from and after the Closing, Buyer shall thereafter pay, perform and discharge when due, and perform, all of the following Liabilities of Seller Group, other than liabilities (the Excluded Liabilities (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): 2.4.1. All trade accounts payable (a) all liabilities and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers obligations of Sellers arising after the Business, Closing relating to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesAcquired Contracts, including, without limitation, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Acquired Contracts (such cure costs are, collectively, the "CURE COSTS"); (b) all liabilities and obligations arising after the Closing relating to the Acquired Assets; (c) except as set forth in Section 1.4(a), all liabilities and obligations of any Seller relating to the Acquired Assets and arising under any Environmental Law; (d) the accounts payable of Sellers that exist at the Closing Date of the type set forth on the Reference Balance Sheet (the "ACCOUNTS PAYABLE"); (e) all liabilities and obligations of Sellers as of the Closing Date for real and personal property Taxes that are set forth on Schedule 1.3(e); provided, however, that in no event shall the liabilities assumed under this Section 1.3(e) exceed $42,000,000; (f) all liabilities and obligations of Sellers as of the Closing Date for vacation pay for any hourly employees of Seller in excess of $10,000,000; provided, however, that in no event shall the liabilities assumed under this Section 1.3(f) exceed $20,000,000; (g) fifty percent of all liabilities and obligations of Sellers as of the Closing Date for vacation pay for any salaried employees of Sellers; provided, however, that in no event shall the liabilities assumed under this Section 1.3(g) exceed $6,500,000 (the liabilities described in this Section 1.3(g), together with the liabilities described in Section 1.3(e) and Section 1.3(f), are hereinafter collectively referred to as the "SPECIFIED LIABILITIES"); (h) the operating liabilities of the Railroad Subsidiaries, Columbus Coatings Company and Columbus Processing Company, LLC (excluding any collective bargaining agreement or employee benefit plan not listed on Schedule 1.1(d) or Schedule 1.1(r)); (i) all past liabilities and obligations of the Seller toward Railroad Subsidiaries arising out of, or relating to, public or private street, bridge, underpass or other crossings imposed by the Transferred Employeesregulations or orders of any regulatory or licensing agency, or by agencies or governmental bodies responsible for preserving the public health or safety; and (j) all liabilities and obligations arising from or relating to the Acquired Benefit Plans; and (k) all liabilities and obligations for damages to Persons or property (including, without limitation, liabilities and obligations to repair or replace, or to refund the sales price (or any other related expenses)) relating to alleged defects in (i) products sold by Sellers after the Petition Date or arising under warranties issued by Sellers after the Petition Date or (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent buildings or otherwise of Seller Group, under all Assigned Contracts, accruing from and structures that have been manufactured by Sellers after the Signing Petition Date or that incorporate products sold or manufactured by Sellers after the Petition Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in of this Agreement, as Acquisition Subsidiary agrees, effective at the time of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, to assume all obligations and perform, all of the following Liabilities liabilities of Seller Groupof any kind, other than the Excluded Liabilities (collectivelycharacter or description, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers arising exclusively or primarily out of the Business, to the extent directly related to the conduct of the Business from and after (the Signing Date; 2.4.2. All Liabilities with respect to "ASSUMED LIABILITIES"), except for the Transferred EmployeesExcluded Liabilities, including, without limitation, the following: (ia) all past obligations of Accounts payable which are either disclosed on the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Most Recent Balance Sheet (subject to updates resulting from or incurred by Seller in the ordinary course of operating the Business following between January 1, 2004 and the date Closing; (b) Liabilities and obligations related to customer deposits which are either disclosed on the Most Recent Balance Sheet or incurred by Seller in the ordinary course of operating the Business between January 1, 2004 and the Closing; (c) Accrued payroll (including bonuses in the ordinary course of business) and accrued vacation and sick time which are either disclosed on the Most Recent Balance Sheet or incurred in the ordinary course of operating the Business between January 1, 2004 and the Closing; (d) Other accrued liabilities relating to the Business (of the Closing nature included in the Most Recent Balance Sheet in the line item "Other accrued liabilities") which are either disclosed on the Most Recent Balance Sheet or incurred by Seller in the ordinary course of operating the Business between January 1, 2004 and until the Closing DateClosing; (e) Indebtedness to certain related parties of Seller, after giving effect to the transfer of the Excluded Real Property, subject to a mortgage or deed of trust securing the Real Estate Facility, to the holder(s) of such indebtedness in exchange for the cancellation of a portion of such indebtedness (the "RELATED PARTY DEBT"), as more particularly described in SCHEDULE 2.3(e) of the Disclosure Schedule; and (f) Seller's obligations under the Assumed Contracts.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and timely perform, all of pay and discharge in accordance with their respective terms, the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade (a) all Liabilities resulting from, arising out of or related to the Purchased Contracts that are incurred or required to be paid, performed or otherwise discharged on or after the Closing Date, other than for breaches or violations of such Purchased Contracts occurring prior to the Closing Date; (b) Liabilities arising out of, relating to or with respect to the employment or performance of services by any Transferred Employee from and after the Closing Date and Liabilities assumed by Purchaser pursuant to Section 8.5 of this Agreement; (c) Liabilities arising from the Products sold by Purchaser after the Closing Date, relating to product liability, warranty, refund or similar claims or returns, adjustments, allowances or repairs. (d) Liabilities constituting, or arising in connection with, accounts payable to Catena Holding b.v. with respect to the Catena Agreement from and accrued expenses incurred by Seller Groupafter the Closing Date (regardless of when incurred), including all trade accounts payable representing amounts payable to suppliers as set forth on Schedule 2.3(d) of the BusinessSeller Disclosure Schedule (the “Purchaser Assumed Accounts Payable”); (e) excise, value added, registration, recording, documentary, filing, conveyancing, sales, use, stamp, transfer, real or personal property, ad valorem and other similar Taxes applicable to the transfer of the Purchased Assets, to the extent directly related to the conduct of the Business from set forth in Sections 11.1(a) and after the Signing Date11.1(b); 2.4.2. All (f) all other Liabilities with respect to the Transferred EmployeesProducts, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of Purchased Assets or the Transferred Employees arising from their employment after the Closing (other than those, if any, expressly retained by Seller pursuant to this Agreement), and, solely with respect to the SellerInventory, as of all Liabilities arising after the Signing applicable Inventory Transfer Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of (g) Liabilities for Taxes relating to the Seller Group, whether fixed, contingent Purchased Assets for all taxable periods (or otherwise of Seller Group, under all Assigned Contracts, accruing from and portions thereof) beginning after the Signing Closing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities, apportioned as set forth in Section 11.1(b); and 2.4.5. All (h) all other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)that are expressly assumed by Purchaser under this Agreement.

Assumption of Liabilities. Upon (a) Pursuant to the terms and subject to of the conditions set forth in this ▇▇▇▇▇▇▇ Asset Assignment Agreement, on the Contribution Date, the Company assumed, and agreed to pay, perform and fully observe, effective as of the Signing Date Contribution Effective Time, only the following: (but subject x) all liabilities and obligations of the Business to the consummation extent arising out of or relating to the operation of the Closing), Buyer shall assume, and from and Business after the Closing, Buyer shall pay, discharge when due, Contribution Effective Time and perform, all (y) the liabilities and obligations of the following Liabilities of Seller Group, other than ▇▇▇▇▇▇▇ Parties and their Affiliates (excluding the Excluded Liabilities JV Entity and its subsidiaries) set forth below (collectively, the liabilities and obligations described in clause (x) and (y), the “Assumed Liabilities”): 2.4.1. (i) All trade accounts payable (A) liabilities and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers obligations of the Business▇▇▇▇▇▇▇ Parties under or in respect of the Transferred Contracts and Purchase Orders and (B) Company Shared Contract Liabilities, in the case of clauses (A) and (B), excluding any liability or obligation relating to or arising from any breach on or prior to the Contribution Effective Time by any ▇▇▇▇▇▇▇ Party of any of its liabilities or obligations under the applicable Transferred Contract, Purchase Order or Shared Contract and excluding any liabilities or obligations that are the responsibility of ▇▇▇▇▇▇▇ under the Transition Services Agreement; (ii) Current liabilities, in each case, to the extent directly (and only to the extent) exclusively related to the conduct Business and included in the calculation of “current liabilities” in the Business from and after the Signing DateFinal Closing Net Working Capital Amount; 2.4.2. (iii) All Liabilities liabilities and obligations with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims Company’s employment of the Transferred Employees arising from their employment with and following the Seller, as Contribution Effective Time; (iv) All liabilities and obligations relating to the termination of the Signing Dateemployment of any Business Employee who does not become a Transferred Employee due to a failure of the Company to offer employment to such Business Employee (other than any India Employee) in accordance with Section 9.3; 2.4.3. (v) All Liabilities, other than trade accounts payable liabilities and accrued expenses obligations relating to the ownership or condition of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and Transferred Assets after the Signing DateContribution Effective Time; 2.4.4. (vi) All Liabilities attributable liabilities and obligations assumed by the Company pursuant to the Acquired Assets with the exception of the Excluded LiabilitiesSections 9.3 or 9.4; and 2.4.5. All other Liabilities related (vii) Any liability or obligation with respect to Taxes for which the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Company is liable under Section 9.2.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after simultaneously with the Closing, Buyer shall assume and be liable for, and shall pay, perform and discharge when duein accordance with their respective terms, and perform, all of the following only those Liabilities of Seller Groupand the Selling Affiliates set forth in clauses (i) through (vi) below, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):); provided, that Assumed Liabilities shall under no circumstance include, and Buyer shall not and shall not be deemed to have assumed or to be liable for, any Excluded Liabilities: 2.4.1. All trade accounts payable (i) all Liabilities of Seller and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, Selling Affiliates arising under (A) any Real Property Lease to the extent directly related arising after the Closing and (B) any Purchased Contracts, except that in the case of clauses (A) and (B) Buyer shall not assume or agree to the conduct pay, discharge or perform any Liabilities arising out of any breach by Seller or any Selling Affiliate of any provision of any Real Property Lease or Purchased Contract; (ii) all current liabilities of the Business from to the extent existing as of Closing and taken into account in the calculation of Closing Working Capital as finally determined; (iii) Transfer Taxes to the extent designated the responsibility of Buyer pursuant to Section 7.5; (iv) the Continuing Employee Liabilities; (v) all Warranty Obligations and Recall Obligations; and (vi) all Liabilities to the extent arising out of the Actions set forth on Schedule 1.3(a)(vi). (b) Notwithstanding anything contained herein to the contrary, Seller and the Selling Affiliates shall not be liable or responsible for any of the following Liabilities: (i) all Product Liability Obligations arising out of, relating to, or otherwise in respect of any products (including any part or component) designed, manufactured, assembled or purchased by the Business after the Signing Date; 2.4.2. All Closing or any services provided after the Closing; (ii) except for Excluded Liabilities, Liabilities arising under Environmental Law or with respect to Hazardous Substances, in each case to the extent arising out of, or with respect to, facts, circumstances or conditions occurring after the Closing with respect to the Transferred Employees, operation of the Business after the Closing (including, without limitationfor the avoidance of doubt, (i) all past obligations the disposal or arrangement for disposal after the Closing, of Hazardous Substances at any location, whether or not owned or operated by the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the BuyerBusiness); and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All except for Excluded Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to arising out of, or with respect to, the conduct operation of the Business and reflected in after the Closing Balance Sheet (subject to updates resulting from collectively, the ordinary course of the Business following the date of the “Post-Closing Balance Sheet and until the Closing DateOperational Liabilities”).

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth contained herein and in this Agreement, as the Ancillary Documents (including the retention of all rights and remedies under Article XVII of the Signing Date (but subject to the consummation of the ClosingMaster Purchase Agreement and under Articles VII and VIII hereto), Buyer the Purchaser shall assume, assume and from and after the Closing, Buyer shall agree to pay, perform and discharge when due, and perform, in accordance with their terms all of the following Liabilities obligations, debts and liabilities of the Seller Group, other than the Excluded Liabilities and no others (collectively, the “Assumed Liabilities”): 2.4.1. All trade (a) all accounts payable and other accrued expenses incurred by Seller Group, including all trade (other than any intracompany accounts payable representing amounts payable to suppliers payable) as of the BusinessClosing Date, in each case that relate to the extent directly related Assets, as reflected on the Accounting Records; (b) with respect to Mortgage Loans acquired by ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae from the conduct Seller, the Failed Thrift or IndyMac Federal (“GSE Mortgage Loans”), all obligations of the Business Seller under the Servicing Agreements from and after the Signing Closing Date; 2.4.2. All Liabilities (c) with respect to Mortgage Loans other than GSE Mortgage Loans, all obligations imposed on the Transferred Employees, including, without limitation, servicer under the Servicing Agreements from and after the Closing Date; and (id) all past obligations of the Seller toward with respect to (i) the Transferred Employees; lawsuits, judgments, claims or demands listed on Schedule 2.03(c), and (ii) all ongoing obligations toward any additional lawsuits, judgments, claims or demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic's liens, elder abuse and stop notice claims with respect to any of the Transferred Employees following their transfer Assets, but only to the Buyer; extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on Schedule 2.03(c), as determined by the Seller in its reasonable judgment (iiias evidenced by written notice thereof given to the Purchaser), if such determination is made (and such notice is provided) all Claims within sixty (60) days after the Closing Date, or by the mutual agreement of the Transferred Employees arising from their employment with Purchaser and the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and if such determination is after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet such sixty (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)60)-day period.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, Effective as of the Signing Date (but subject Closing Date, the Assignee will assume and agree to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge perform and discharge, as and when due, and performindemnify and hold the Assignor harmless from and against, all (i) each liability listed in Schedule 1.3 being liabilities relating to the Business (ii) each obligation of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable Assignor to suppliers of the Business, to the extent directly related to the conduct of the Business from and be performed after the Signing Date; 2.4.2. All Liabilities Closing Date with respect to the Transferred Employees, including, without limitation, (i) all past obligations of Assets and the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; Assigned Contracts and (iii) all Claims each other liability of the Transferred Employees arising from their employment with Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the Seller, as extent and only to the extent that such liability is due to the actions of the Signing Date; 2.4.3. All Liabilities, Assignee (or any of the Assignee's affiliates (other than trade accounts payable the Assignor), representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). The Assignee shall not assume, and accrued expenses shall not be obligated to pay, perform or discharge, any liability or obligation of the Seller GroupAssignor other than the Assumed Liabilities (whether or not related to the Transferred Assets or Business) (collectively, whether fixedthe "Excluded Liabilities"), contingent and shall not be obligated for any other claim, loss or otherwise of Seller Groupliability relating to any act, under all omission or breach by the Assignor with respect to the Business, the Transferred Assets or the Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable for any claim, loss or liability related to the Acquired Excluded Assets with the exception of or the Excluded Liabilities; and 2.4.5, all of which, the Assignor shall remain obligated to pay, perform and discharge and to indemnify and hold the Assignee harmless against. All Without limiting the foregoing, among other things, all liabilities arising from the matters described in the prospectus attached hereto (the "Prospectus") under the caption "Legal Proceedings", shall be Excluded Liabilities related except to the conduct of the Business and reflected extent expressly assumed as provided in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Schedule 1.3.

Assumption of Liabilities. Upon On the terms terms, and subject to the conditions conditions, set forth in this Agreement, at the Closing, the relevant Subsidiary of the Purchaser to which the Purchaser has assigned the right to purchase assets of an entity that is a member of the Seller pursuant to Section 10.5 (or, if the Purchaser has made no such assignment, the Purchaser) shall assume, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from shall timely perform and after the Closingdischarge in accordance with their respective terms, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of such entity that is a member of the Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses (a) all Liabilities incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers after the Closing Date in connection with the ownership or operation of the Business, in each case to the extent directly related based on facts and circumstances first arising after the Closing; (b) all Liabilities under the Purchased Contracts, in each case to the conduct extent based on facts and circumstances first arising after the Closing; (c) all Liabilities assumed under Section 7.9; (d) 50% of all Transfer Taxes to the extent provided in Section 10.1; (e) all Liabilities under Transferred Real Property Leases, in each case to the extent based on facts and circumstances first arising after the Closing; (f) Liabilities under the BarCap APA arising from the exploitation or use after the Closing Date by the Purchaser or its Subsidiaries after the Closing Date of the ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BROTHERS names and any logos containing such names in the Business and other non-▇▇▇▇ intellectual property used after the Closing Date in or covering such Business; (g) Liabilities under the BarCap TSA arising from the Purchaser’s or its Subsidiaries’ receipt or use after the Closing Date of services provided thereunder as well as the obligations as an assignee in part of the BarCap TSA to provide services thereunder and otherwise comply with the applicable terms of that agreement from and after the Signing Closing Date; 2.4.2. All Liabilities (h) the unfunded amount of the Parent’s or its Affiliates’ general partner or special limited partner capital commitments associated with respect to the Transferred Employees, including, without limitation, Funds that are included in the Business for periods commencing after the Closing Date; (i) all past obligations Liabilities described in clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer definition of “Closing Cash Target” to the Buyer; extent such Liabilities are taken into account in determining the Final Closing Cash Target and (iii) all Claims Liabilities described in the definition of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Closing Other Liabilities attributable Adjustment to the Acquired Assets with extent such Liabilities are taken into account in determining the exception of the Excluded LiabilitiesFinal Closing Other Liabilities Adjustment; and 2.4.5. All other (j) all Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Datelisted on Schedule 2.3(j).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of At the Closing), Buyer Purchaser shall assume, and from shall be solely and after the Closingexclusively liable for, Buyer and shall pay, perform and discharge when due, and perform, all of the following Liabilities of each Seller Group, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”"): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including (a) all trade accounts payable representing amounts payable to suppliers Liabilities of the Business, any kind relating to the extent directly related Purchased Assets which arise out of, or relate to the conduct of the Business from and events or occurrences after the Signing DateClosing Date (except as set forth in the succeeding provisions of this Section 2.3); 2.4.2. All (b) all Liabilities of any kind and with respect to the Transferred EmployeesEmployees whether incurred before, includingon or after the Closing Date (other than Liabilities described in Sections 2.4(e), without limitation, 2.4(f) and 2.4(g)); (ic) all past Liabilities of each Seller and its Subsidiaries arising out of or incurred whether before, on or after the Closing Date in respect of the Assumed Contracts (including obligations with respect to any Bonds relating to the Assumed Contracts); provided that Purchaser shall not assume any liability for any Completed Project; (d) all obligations of the each Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer with respect to the Buyer; and (iii) all Claims accounts payable of the Transferred Employees arising from their employment with Business outstanding on the Seller, as of the Signing Closing Date; 2.4.3. All Liabilities, other than trade accounts payable and (e) all obligations of each Seller with respect to accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after Business outstanding on the Signing DateClosing Date (other than those described in Section 2.4(e)); 2.4.4. All Liabilities attributable (f) any and all Indebtedness of each Seller and its Subsidiaries of the types described in clauses (ii), (iv) and (vi) (which, in the case of clause (vi), shall be limited to such Indebtedness as the same may relate to the Acquired Assets with Purchased Assets) of such defined term and all obligations under the exception of the Excluded LiabilitiesBonds; (g) all Liabilities assumed by Purchaser pursuant to Section 5.11; and 2.4.5(h) all Liabilities of each Seller and its Subsidiaries arising in connection with those litigation matters listed on Schedule 2.3(h). All other Notwithstanding the foregoing, in no event shall Purchaser be obligated to assume, perform or otherwise discharge the following: (i) Liabilities related of either Seller to Purchaser under this Agreement which result from misrepresentations or breaches of any warranty by the Sellers under this Agreement; and (ii) Liabilities of either Seller to Purchaser under this Agreement which result from any act performed, transaction entered into or state of facts suffered to exist in violation by either Seller of any provision of this Agreement. Further, Purchaser's assumption of the Assumed Liabilities shall in no way be deemed a waiver or release by Purchaser of any rights, at law or in equity, which Purchaser may have against the Sellers (but only to the conduct extent provided in this Agreement) as a result of any claim arising out of the Business and reflected in breach by the Closing Balance Sheet (subject to updates resulting from the ordinary course Sellers of any representation, warranty or covenant of the Business following the date of the Closing Balance Sheet and until the Closing Date)Sellers under this Agreement.

Assumption of Liabilities. Upon 2.7.1 With effect from the terms Effective Time, the Purchaser hereby assumes all obligations and subject liabilities of the Seller which pertain to the conditions set forth in this AgreementBusinesses and which exist on the Effective Time or arise thereafter from acts, as of the Signing Date (but subject omissions or circumstances prior to the consummation of the Closing)Effective Time, Buyer shall assume, and unless expressly excluded from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities such assumption under this Agreement (collectively, the “Assumed Liabilities”). 2.7.2 The following obligations and liabilities of the Seller shall be specifically excluded from the assumption of liabilities by the Purchaser pursuant to Clause 2.7.1 (the “Excluded Liabilities”): 2.4.1. All trade accounts payable and accrued expenses (i) any liability in respect of any moneys borrowed or indebtedness in the nature of borrowings incurred by the Seller Groupin relation to the Businesses or any security, including all trade accounts payable representing amounts payable guarantee, comfort or other financial accommodation in respect of such money or indebtedness; (ii) any liability in respect of Taxes arising for Taxation purposes in respect of any Event occurring on or prior to suppliers of the BusinessEffective Time, but not property transfer Taxes arising on or after the Effective Time; (iii) any liability to the extent directly related it relates to an Excluded Asset; (iv) any liability to remove the bridge at first floor level linking the workshop studio and office premises at Pipps Hill Business Park with the adjoining office premises of the Seller arising from: (a) clause 3.37 of the Lease dated 12 April 2000 made between The Prudential Assurance Company Limited (1) MSX International Limited (2) and MSX International Inc (3); (b) clause 12 of the Licence to Assign and Sublet Part dated 5 August 2004 made between HIPS (Trustees) Limited (1) Essex Motors Limited (2) MSX International Limited (3) and MSX International Inc (4). 2.7.3 The Purchaser shall indemnify and keep indemnified the Seller against all Losses suffered or incurred by the Seller in connection with the Assumed Liabilities including any liability of the Seller arising from the conduct of the Business from and Businesses after the Signing Date;date of this Agreement. 2.4.2. All Liabilities 2.7.4 The Seller shall indemnify and keep indemnified the Purchaser against all Losses suffered or incurred by the Purchaser in connection with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from will timely perform and after the Closingdischarge in accordance with their respective terms, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group(a) all Liabilities of any kind or character to the extent resulting from or arising out of or in connection with Purchaser’s or its Affiliates’ use, operation, possession or ownership of or interest in the Purchased Assets and/or the Business, in each case, following the Closing; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Sellers under the Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities of Sellers arising out of or relating to (i) the Transferred Permits/Licenses, including such Liabilities thereunder arising out of or relating to all trade accounts payable representing amounts payable Reclamation and post-mining Liabilities of the Business or the Purchased Assets and such Liabilities thereunder arising with respect to suppliers the Interim Period, (ii) any mine operation or safety compliance matters related to the condition of the Purchased Assets or the mining areas of the Business, to but excluding any Excluded Pre-Closing Fines, (iii) the extent directly related to Purchased Assets’ or the conduct Business’s compliance with Environmental Laws, and (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, hazardous materials resulting from the operation of the Business from and or Purchased Assets; (e) any Transfer Taxes; (f) all Trade Payables arising after the Signing Date; 2.4.2. All Liabilities with respect to Petition Date that remain unpaid in the Transferred Employees, including, without limitation, (i) all past obligations Ordinary Course of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims Business of the Transferred Employees arising from their employment with the Seller, Sellers as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of Closing Date (the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities“Assumed Payables”); and 2.4.5. All other (g) all Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Datelisted on Schedule 2.3(g).

Assumption of Liabilities. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, assume and from and after the Closing, Buyer shall pay, discharge when due, and perform, become responsible for all of the following Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller Group, other than not included within the Excluded Liabilities (collectively, the “definition of Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Businessincluding, to the extent directly but not limited to: (a) Taxes related to the conduct Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesBankruptcy Case, including, without limitation, (i) all past obligations any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Seller toward the Transferred EmployeesBankruptcy Case; (iic) all ongoing obligations toward the Transferred Employees following their transfer liabilities to the Buyerextent relating to the Excluded Assets; and (iiid) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller GroupClaims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, whether fixed, contingent act or otherwise of Seller Group, omission under all any Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Contract) arising on or prior to the Acquired Assets with Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the exception "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities; and 2.4.5Liabilities either by payment or under the Plan. All other Buyer's assumption of the Assumed Liabilities related shall in no way expand the rights or remedies of third parties against Buyer as compared to the conduct of the Business rights and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).remedies which such parties would have had against Seller had this Agreement not been consummated. The "

Assumption of Liabilities. Upon (a) At the terms closing, Purchaser shall assume and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assumebecome responsible for, and from and after the Closing, Buyer shall thereafter pay, perform, and discharge as and when due, and perform, all of only the following Liabilities of Seller Group, other than the Excluded Liabilities liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All (i) Seller’s trade accounts payable payables related to the Business and accrued expenses reflected on either the Estimated Working Capital Statement or the Closing Date Working Capital Statement, but only to the extent incurred by Seller Group, including all trade accounts payable representing amounts payable within 45 days prior to suppliers Closing; (ii) those certain accrued expenses (other than expenses that are Retained Liabilities) of Seller related directly to the operation of the BusinessBusiness set forth in the accounts listed on Schedule 2.3(a)(ii), but only to the extent directly related incurred by Seller within 45 days prior to Closing; and (iii) all liabilities and obligations of Seller arising on or after the Closing Date under the Contracts listed on Schedule 2.3(a)(iii) (the “Assumed Contracts”), other than Retained Liabilities. (b) Notwithstanding anything to the conduct contrary contained in Section 2.3(a), Purchaser shall not assume, and shall have no liability under or by reason of this Agreement for any obligations, duties, or liabilities relating to Seller’s operation of the Business from and after other than the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesAssumed Liabilities, including, without limitation, any of the following (collectively, the “Retained Liabilities”): (i) all past obligations accrued expenses of Seller not included in Section 2.3(a)(ii), including the Seller toward the Transferred Employees; accounts set forth on Schedule 2.3(b)(i); (ii) all ongoing obligations toward the Transferred Employees following their transfer any liability related to the Buyer; and Benefit Plans of Seller; (iii) all Claims any product liability or warranty claims (express or implied) of third parties (including any Affiliate of Seller) arising out of or relating to products provided, or sold by Seller prior to the Transferred Employees arising from their employment with the Seller, as of the Signing Closing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses (iv) any liability under any Assumed Contract that arises out of or relates to any breach or violation that occurred prior to the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Closing Date; 2.4.4. All (v) any liability that arises out of or relates to obligations for the repayment of Debt by Seller or any Affiliate; (vi) any liability under any Contract that is not an Assumed Contract; (vii) any liability of any Person, except for the Assumed Liabilities attributable of Seller; (viii) any liability for COBRA continuation for any employee of Seller with a qualifying event prior to the Acquired Assets with Closing Date; (ix) any liability for workers’ compensation claims incurred prior to the exception of the Excluded Liabilities; andClosing Date; 2.4.5. All other Liabilities (x) any liability not directly related to the conduct ownership of the Business and reflected Purchased Assets and/or not incurred in the Closing Balance Sheet Ordinary Course of Business; (subject xi) any liability of Seller or any Member arising out of or relating to updates resulting the execution, delivery, or performance of this Agreement or any Ancillary Agreement; (xii) any liability of any Member or Seller arising from or relating to any action taken by Seller, or any failure on the ordinary course part of the Business following the date of the Closing Balance Sheet and until Seller to take any action, at any time after the Closing Date); (xiii) any liability of Seller arising from or relating to any claim or proceeding against Seller pending on or incurred prior to the Closing Date, including, without limitation, those proceedings set forth on Schedule 5.8 ; (xiv) any liability of Seller or any Member for the payment of any Tax, including, without limitation, for the Taxes (A) of any other Person, whether as transferee, successor, by contract or otherwise, including Interpoint Partners, Inc., a California corporation, and Interpoint Partners, LLC, a California limited liability company, and (B) resulting from, or arising in connection with, the transactions contemplated by this Agreement, and (C) Taxes with respect to the Purchased Assets arising on or prior to the Closing Date or with respect to any Tax periods (or portions thereof) ending on or prior to the Closing Date; (xv) any liability or obligation of any Person relating to a Hazardous Substance in connection with the Business or the Leased Real Property that arises out of or relates to any action that occurred prior to the Closing Date; (xvi) any liability of Seller to any Affiliate of Seller or any Affiliate of any Member, including but not limited to any liability arising out of or related to any loans, management fees, and any accrued interest related thereto, from or owed to any Affiliate of Seller or any Affiliate of any Member; (xvii) any liability under any Assumed Contract, if either (A) Seller shall not have obtained or (B) Purchaser shall not have waived in writing Seller’s obligation hereunder to obtain, on or prior to the Closing Date, any consent required to be obtained by the terms of such Assumed Contract from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under such Assumed Contract; (xviii) any liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any breach of, (A) any representation or warranty made by Seller or any Member in this Agreement or any Ancillary Agreement, or (B) any covenant or obligation of Seller or any Member contained in this Agreement or any Ancillary Agreement; or (xix) any liability of Seller arising from the termination of the employment of ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in of this Agreement, as Asset Buyers agree, effective at the time of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of to assume the following Liabilities of Seller Group, other than the Excluded Liabilities liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable (a) liabilities arising in connection with or related to suppliers the operation of the BusinessBusiness by Buyers subsequent to the Closing, to the extent directly related to the conduct of the Business from and after the Signing Datenot constituting Excluded Liabilities; 2.4.2. All Liabilities with (b) liabilities in respect to of trade creditors accrued on the Transferred EmployeesReference Balance Sheet, includingor incurred in the ordinary course of business following the Reference Balance Sheet Date, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, not discharged as of the Signing Date; 2.4.3. All LiabilitiesClosing, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable but only to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and extent reflected in the Closing Balance Sheet Sheet; (subject c) liabilities, obligations and commitments of any Seller under the Acquired Contracts but only to updates resulting the extent such liabilities, obligations and commitments arise either (i) in the period from and after the ordinary course Closing or (ii) in any period prior to Closing, and, in the case of (ii) only, to the extent reflected in the Closing Balance Sheet; (d) Environmental Liabilities arising from or related to the ownership or the operation of the Business following or the date Purchased Assets subsequent to the Closing; (e) (i) liabilities, obligations and commitments to the customers of the Closing Balance Sheet and until Business for products manufactured on or prior to the Closing Dateby the Business based on damage or quality claims and (ii) product liability arising out of products manufactured on or prior to the Closing; (f) other than as set forth in Section 6.07(c), liabilities in respect of value added Taxes, if any, arising in connection with the transaction contemplated hereby and, in accordance with Section 6.07(b), one-half of Transfer Taxes; (g) liabilities arising subsequent to the Closing pursuant to a Key Employee Salary Continuation Agreement but only with respect to termination of a Key Employee’s employment by Buyer Parent or an Affiliate thereof subsequent to the Effective Time; (h) all of the liabilities of TCMS, Inc., except as provided for in Section 2.04(g); or (i) other liabilities listed or described on Schedule 2.03(i).

Assumption of Liabilities. Upon As of the terms Effective Time, Buyer shall, pursuant to a ▇▇▇▇ of Sale, Assignment and subject to the conditions set forth in this Assumption Agreement, substantially in the form attached hereto as Exhibit B (the “▇▇▇▇ of the Signing Date (but subject to the consummation of the ClosingSale, Assignment and Assumption Agreement”), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of perform in accordance with their terms only the following Liabilities liabilities and obligations of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including (a) all trade accounts payable representing amounts payable to suppliers of Seller outstanding as of the BusinessEffective Time and incurred in the Ordinary Course of Business that are listed (by creditor and invoice) on Schedule 1.03(a), which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Assumed Accounts Payable”); (b) all current liabilities for accrued but unused vacation pay, sick pay and personal time off as of the Effective Time, and any accrued wages, salaries, bonuses and commissions (including payroll Taxes attributable to such amounts) that are listed on Schedule 1.03(b) and owing to Transferred Employees, which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Employee Accruals”); (c) all accrued expenses of Seller, including Employee Accruals, that are outstanding as of the Effective Time and incurred in the Ordinary Course of Business that are listed (by creditor and invoice) on Schedule 1.03(c) (excluding, in any event, all Taxes other than payroll Taxes to the extent included in Employee Accruals pursuant to Section 1.03(b)), which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Assumed Accrued Expenses”); and (d) liabilities and obligations arising under the Purchased Contracts (“Deferred Revenue”), the Purchased Leases and the Real Property Leases, but only to the extent that such liabilities and obligations are first required to be performed on or after the Effective Time and arise out of the written terms or, to the extent directly related described in Schedule 1.01(h) or Schedule 1.01(i), oral terms of such Purchased Contracts, Purchased Leases and Real Property Leases as provided by Seller to the conduct Buyer, and specifically excluding liabilities and obligations for breaches of such Purchased Contracts, Purchased Leases and Real Property Leases, if any, resulting from acts or omissions of Seller prior to or as of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesEffective Time, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees any liability arising from their employment with the Seller, as any transfer or assignment pursuant to this Agreement in contravention of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned such Purchased Contracts, accruing from Purchased Leases and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Real Property Leases.

Assumption of Liabilities. Upon From and after the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assume, assume and from and after the Closing, Buyer shall fully pay, discharge discharge, satisfy and perform when due, and perform, all of the following Liabilities liabilities or obligations listed in clauses (a) through (g) of Seller Groupthis Section 2.3, other than the whether now existing or hereafter arising, primary or secondary, direct or indirect, known or unknown, fixed or contingent, and specifically excluding any Excluded Liabilities Liabilities; provided, however, that clauses (collectivelya)-(e) and (g) of this Section 2.3 shall not include any liabilities or obligations in respect of Taxes, which shall be governed exclusively by clause (f) herein (such assumed debts, obligations, liabilities and commitments are collectively referred to herein as the “Assumed Liabilities”): 2.4.1. (a) All trade accounts payable obligations, liabilities and accrued expenses incurred by Seller Groupcommitments of Seller, including all trade accounts payable representing amounts payable to suppliers the Selling Subsidiaries or any of the Business, their respective Affiliates to the extent directly related arising under or relating to the Transferred Contracts or the Transferred Authorizations and Certifications, in each case to the extent relating to the period on and after the Closing Date or arising or incurred on or after the Closing Date, except to the extent any such obligation, liability or commitment constitutes an Excluded Liability pursuant to Section 2.4; (b) All obligations, liabilities and commitments to the extent accruing, arising out of or relating to the operation or conduct of the Business from and or the use or ownership of the Purchased Assets, in each case after the Signing Closing Date, including obligations, liabilities and commitments in respect of any and all products sold by the Business on or after the Closing Date (including in respect of product liability claims), except to the extent any such obligation, liability or commitment constitutes an Excluded Liability pursuant to Section 2.4; 2.4.2. (c) All Liabilities with respect obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns, spoils, unsaleables, and warranty claims to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities extent exclusively attributable to the Acquired Assets with the exception sale of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of Products by the Business and reflected in prior to, on or after the Closing Balance Sheet (subject to updates resulting from Date in accordance with the ordinary course of business and, if applicable, the terms of the Transferred Contracts, except as otherwise provided in Section 2.4(d)(i) and except for trade promotions, consumer promotions, rebates, volume discounts or coupons, which are the subject of Sections 2.3(d) and (e); (d) All obligations, liabilities and commitments for trade promotions, consumer promotions, rebates or volume discounts set forth on Schedule 2.3(d) or offered in compliance with Section 5.3(b)(vii) (other than coupons, which are the subject of Section 2.3(e)), exclusively relating to Products to the extent sold by the Business following on or after the Closing Date; (e) All obligations, liabilities or commitments for manufacturer’s coupons relating to Products which coupons are (i) (x) set forth on Schedule 2.3(e) or issued in compliance with Section 5.3(b)(vii), (y) issued, granted, delivered or otherwise made available before the Closing Date and (z) received by the clearinghouse for reimbursement more than 75 days after the Closing Date, but solely to the extent such Products are sold on or after the Closing Date; or (ii) issued, granted, delivered or otherwise made available by Buyer on or after the Closing Date; (f) Subject to Section 8.3, all liabilities for Taxes arising as a result of Buyer’s operation of the Business or ownership of the Purchased Assets arising as of the time that is immediately after the Closing and half of any Transfer Taxes in accordance with Section 6.1; and (g) All obligations, liabilities and commitments from (i) the advertising and media commitments set forth in Schedule 2.3(g) or (ii) advertising or media commitments entered into or assumed by Seller or any of the Selling Subsidiaries on or after the date of this Agreement in accordance with the Closing Balance Sheet terms of this Agreement, in each case of clause (i) and until (ii), exclusively in respect of the operation of the Business to the extent on or after the Closing Date).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth (a) Except as otherwise specifically provided in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitationSection 1.4, (i) all past in connection with the transfer of the Assets from Seller to Holdings, Holdings shall assume and agree to pay, discharge or perform, as appropriate, the liabilities and obligations of Seller (1) that accrue or arise after the Seller toward Closing under the Transferred Employeesleases of the Leased Properties, the Holdings Contracts, and the Equipment Leases and (2) those that are set forth on SCHEDULE 1.4(A) (the "ASSUMED LIABILITIES"); and (ii) all ongoing obligations toward at the Transferred Employees following their transfer Closing, Purchaser shall agree to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Sellercause Holdings to pay, discharge or perform, as of appropriate, the Signing Date;Assumed Liabilities. 2.4.3. All Liabilities(b) Notwithstanding Section 1.4(a), it is expressly understood that, other than trade accounts payable obligations and accrued expenses liabilities expressly assumed in Section 1.4(a), Purchaser shall not be liable for, and shall not assume, any of the Seller GroupSeller's or Holdings' obligations or liabilities, whether fixedknown or unknown, contingent matured or otherwise of Seller Groupunmatured, under all Assigned Contractsfixed or contingent, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable including but not limited to liabilities relating to events occurring prior to the Acquired Assets with the exception Closing, any Taxes (as hereinafter defined, other than those prorated as of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date), or any liabilities under any Employee Benefit Plans (as hereinafter defined) of Seller or Holdings, it being expressly agreed that upon Closing, Seller shall remain liable for all obligations of Holdings incurred prior to Closing, other than Assumed Liabilities. Seller shall remain obligated to pay and discharge any of its liabilities and obligations not expressly assumed hereby. Seller hereby agrees that it will indemnify Purchaser as set forth in Section 6.2 for any liabilities of Seller not expressly assumed by Purchaser pursuant to Section 1.4(a).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from a) On and after the ClosingClosing Date, Buyer shall pay, Retail Sub will assume and discharge when due, and perform, all Liabilities (i) included in the calculation of the following Liabilities Final Closing Working Capital, (ii) arising out of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, or \ relating to the extent directly related to Assets or the conduct of the Business from and on or after the Signing Date; 2.4.2. All Closing Date (including Liabilities with respect relating to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer Remediated Sites to the Buyer; and extent arising out of any violation or alleged violation of or non-compliance or alleged non-compliance with any Environmental Law or Environmental Permit after the Closing Date or any release into the environment on or after the Closing Date of any Materials of Environmental Concern), (iii) all subject to the terms and conditions of Article IX, arising out of Environmental Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise arising under or relating to Environmental Laws and arising out of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable or relating to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to or the conduct of the Business and reflected in prior to the Closing Balance Sheet Date, in each case to the extent relating to the Identified Contamination Sites and the Unknown Sites (subject excluding any Environmental Claims relating to updates resulting from the ordinary course any Hazardous Waste Site where Materials of the Business following the date of the Closing Balance Sheet and until Environmental Concern have been transported for storage, treatment or disposal prior to the Closing Date), or (iv) specified in Section 6.9 (collectively, the "Assumed Liabilities"). (b) Except for the Assumed Liabilities specifically assumed by Retail Sub hereunder, the parties hereto agree that Retail Sub is not assuming any Liability of Seller or of any Affiliate of Seller (or to which any asset of Seller is subject) and Retail Sub hereby disclaims any Liabilities of Seller or of any Affiliate of Seller not so specifically assumed, including the Retained Liabilities. The parties intend that, except as expressly provided herein, Retail Sub is not, nor is it to be deemed, a successor of Seller or of any Affiliate of Seller with respect to any of Seller's or of any such Affiliate's Liabilities to third persons arising or accruing before, on or after the Closing Date. Without limiting the generality of the first sentence of this Section 2.3(b), the term "Retained Liability" includes:

Assumption of Liabilities. Upon the terms and subject Subject to the conditions set forth in exceptions and exclusions of this AgreementSECTION 2.3, as of Purchaser agrees that on the Signing Date (but subject Closing Date, Purchaser will assume and agree to the consummation of the Closing), Buyer shall assume, perform and from and after the Closing, Buyer shall pay, discharge pay when due, and perform, all of due the following Liabilities liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed "Liabilities”"): 2.4.1. (a) All trade accounts payable liabilities reflected in the Balance Sheet Report dated as of the Measurement Date (except as hereinafter expressly set forth); (b) Liabilities and obligations of the Business incurred in the Ordinary Course of Business between the Measurement Date and the Closing Date, which do not otherwise constitute violations of any of the representations, warranties, covenants, agreements or obligations of Seller set forth herein; however, notwithstanding the foregoing or any provisions hereof to the contrary, the term "Liabilities" shall not include, and Purchaser shall not assume nor be deemed to have assumed, any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, nor any of the following: (i) accrued expenses incurred by income taxes, (ii) deferred income taxes, (iii) accrued franchise taxes, (iv) any tax imposed on Seller Groupor any Affiliate of Seller, including all trade accounts payable representing amounts payable to suppliers as a result of or in connection with the operation of the Business, to the extent directly related to the conduct (v) any of the Business from liabilities or expenses of Seller incurred in negotiating and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, carrying out its obligations under this Agreement; (ivi) all past any obligations of the Seller toward the Transferred Employeesor any Affiliate of Seller under any employee stock or benefits agreements; (iivii) all ongoing any obligations toward incurred by Seller on or before the Transferred Employees following their transfer Closing Date except as otherwise specifically assumed by Purchaser pursuant to the Buyerthis SECTION 2.3; and (iiiviii) all Claims any of the Transferred Employees liabilities set forth in SCHEDULE 3.22; (ix) any -------------- liabilities or obligations incurred by Seller in violation of, or as a result of Seller's violation of, this Agreement; nor (x) any liabilities arising from their employment with the Seller, as sales of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent products or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until services on or before the Closing Date).

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth contained in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), at Closing Buyer shall assume, become liable for and from and after the Closing, Buyer shall agree to pay, discharge when due, and perform, all of as the case may be, the following Liabilities of Seller GroupLiabilities, whether incurred or arising before or after the Closing Date, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”"): 2.4.1. All trade accounts payable and accrued expenses incurred by (a) Liabilities of Seller Group, including all trade accounts payable representing amounts payable relating exclusively to suppliers the ownership or conduct of the BusinessBusiness reflected on the Year-End Balance Sheet or incurred in the ordinary course of business but not required by GAAP to be reflected thereon, to or incurred in the extent directly related to ordinary course of business since the Balance Sheet Date; (b) Liabilities associated with the Assumed Contracts, customers and suppliers arising from the conduct of the Business from and after the Signing DateBusiness; 2.4.2. All (c) Other than as set forth in Section 1.6(a), Liabilities for Taxes with respect to the Transferred Employees, including, without limitation, (i) all past obligations ownership or use of the Seller toward Purchased Assets or the Transferred Employees; conduct or operation of the Business; (iid) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; Other than as set forth in Section 1.6(c) and (iii) all Claims e), Liabilities under Welfare Benefit Plans that are fully self-insured by Seller, vacation, bonuses, commissions, sick leave, short-term and long-term disability benefits and workers' compensation benefits, with respect to any Employees or former Employees of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded LiabilitiesBusiness; and 2.4.5. All (e) Other than as set forth in Section 1.6(f), Liabilities relating to any Action asserted against Seller that is set forth on Schedule 2.12 or any other Liabilities related to Action arising out of the ownership or use of the Purchased Assets or the conduct or operation of the Business and reflected by Seller (provided that the foregoing shall not limit the effectiveness of Seller's representations pursuant to Article 2 or Buyer's right to indemnification in accordance with the Closing Balance Sheet (subject to updates resulting from the ordinary course provisions of the Business following the date of the Closing Balance Sheet and until the Closing DateArticle 10).

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume or will cause one or more of its designees to assume, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from will timely perform and after the Closingdischarge in accordance with their respective terms, Buyer shall pay, discharge when due, and perform, all of the following Liabilities existing as of the Closing Date and no other Liabilities of Seller Group, other than the Excluded Liabilities or any of its Affiliates (collectively, the “Assumed Liabilities”): 2.4.1. All (a) all Liabilities from the ownership or operation of the Purchased Assets by Purchaser solely to the extent such Liabilities arise after the Closing; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Seller under the Purchased Contracts; (d) all Liabilities under warranty obligations or arising under applicable Laws relating to product liability or food and drug in respect of any products manufactured or sold by the Business at, prior to or after the Closing; (e) all Liabilities of Seller for accrued and unpaid trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable payables (whether billed or unbilled) (i) relating to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward which were delivered to Seller on or after the Transferred Employees following their transfer to the Buyer; Petition Date, and (iii) all Claims that are administrative expenses under Section 503(b) of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All LiabilitiesBankruptcy Code, other than any claims under Section 503(b)(9) of the Bankruptcy Code, as set forth on a detailed statement (including a good faith estimate for the Closing Date) provided to the Purchaser at least five (5) Business Days prior to Closing, subject to a cap of $910,000 for trade payables recorded as accounts payable related to the Business on Seller’s books and accrued expenses records; (f) all Liabilities of Seller with respect to Groupon coupons and gift certificates related to the Business and all Liabilities for any unredeemed refund amounts issued to customers of the Seller Group, whether fixed, contingent or otherwise Business to the extent arising under Seller’s refund policy in effect immediately prior to the date hereto; (g) all Liabilities of Seller Groupin respect of accrued wages, under all Assigned Contractsvacation, accruing from sick leave and after the Signing Date; 2.4.4. All Liabilities attributable paid time off of Transferred Employees for periods prior to the Acquired Assets with Closing Date (the exception of the Excluded “Assumed Employee Liabilities”); and 2.4.5. All other Liabilities related to the conduct of (h) adjusted EBITDA losses incurred in operating the Business during the period between the Petition Date and reflected in the Closing Balance Sheet Date, as set forth on a detailed statement (subject to updates resulting including a good faith estimate for the period from the ordinary course of the Business following the date of the Closing Balance Sheet and until delivery of such statement to the Closing Date)) provided to the Purchaser at least three (3) Business Days prior to Closing, subject to a cap of $1,000,000.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth contained herein and in this Agreement, as the Ancillary Documents (including the retention of all rights and remedies under Article XVII of the Signing Date (but subject to the consummation of the ClosingMaster Purchase Agreement and under Articles VII and VIII hereto), Buyer the Purchaser shall assume, assume and from and after the Closing, Buyer shall agree to pay, perform and discharge when due, and perform, in accordance with their terms all of the following Liabilities obligations, debts and liabilities of the Seller Group, other than the Excluded Liabilities and no others (collectively, the “Assumed Liabilities”): 2.4.1. All trade (a) all accounts payable and other accrued expenses incurred by Seller Group, including all trade (other than any intracompany accounts payable representing amounts payable to suppliers payable) as of the BusinessClosing Date, in each case that relate to the extent directly related Assets, as reflected on the Accounting Records; (b) with respect to Mortgage Loans acquired by ▇▇▇▇▇▇ ▇▇▇, Freddie Mac or ▇▇▇▇▇▇ ▇▇▇ from the conduct Seller, the Failed Thrift or IndyMac Federal (“GSE Mortgage Loans”), all obligations of the Business Seller under the Servicing Agreements from and after the Signing Closing Date; 2.4.2. All Liabilities (c) with respect to Mortgage Loans other than GSE Mortgage Loans, all obligations imposed on the Transferred Employees, including, without limitation, servicer under the Servicing Agreements from and after the Closing Date; and (id) all past obligations of the Seller toward with respect to (i) the Transferred Employees; lawsuits, judgments, claims or demands listed on Schedule 2.03(c), and (ii) all ongoing obligations toward any additional lawsuits, judgments, claims or demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic's liens, elder abuse and stop notice claims with respect to any of the Transferred Employees following their transfer Assets, but only to the Buyer; extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on Schedule 2.03(c), as determined by the Seller in its reasonable judgment (iiias evidenced by written notice thereof given to the Purchaser), if such determination is made (and such notice is provided) all Claims within sixty (60) days after the Closing Date, or by the mutual agreement of the Transferred Employees arising from their employment with Purchaser and the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and if such determination is after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet such sixty (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)60)-day period.

Assumption of Liabilities. Upon As of and after the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of assume only the following Liabilities of Seller Group, other than the Excluded Liabilities liabilities and responsibilities (collectively, the “Assumed Liabilities”):), and no others: 2.4.1. All (a) the capital leases set forth on Schedule 2.3(a); (b) the trade accounts payable payables set forth on Schedule 2.3(b); (c) the pending litigation against the Acquired Assets or the Business set forth on Schedule 2.3(c); provided, however, that Buyer shall not assume any pending litigation matter (and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable the parties shall cause Schedule 2.3(c) to suppliers of the Business, be amended to remove any pending litigation matter) if and to the extent directly related that (i) Buyer has elected, by written notice to Company given at any time prior to the conduct expiration of the Business from Due Diligence Period, to not assume such pending litigation, or (ii) Buyer and Company are unable to mutually agree upon a dollar value to assign to the liability of Company associated with such pending litigation after good faith negotiations during the Signing DateDue Diligence Period in accordance with Section 2.6(a)(ii) below; 2.4.2. All Liabilities (d) the performance obligations of each Seller under all Assumed Contracts, but solely with respect to performance obligations arising after the Transferred EmployeesClosing Date; provided, includinghowever, without limitation, that Buyer shall have assumed substantially all of the outstanding Contracts that are not subject to either (i) all past obligations of any dispute with or adverse claim by any Seller or the Seller toward the Transferred Employees; other contracting party, or (ii) all ongoing obligations toward the Transferred Employees following their transfer any pending or threatened litigation, and provided, further, however that subject to the Buyer; prior proviso, Buyer shall not assume any Contract (and (iiithe parties shall cause Schedule 2.1(h) all Claims to be amended to remove any Contract from the list of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable Assumed Contracts) if and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilitiesextent that Buyer has elected, by written notice to Company given not less than five (5) Business Days prior to Closing, to not assume such Contract; and 2.4.5. All (e) all other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following Contracts entered into by any Seller after the date of this Agreement but prior to the Closing Balance Sheet and until which were consented to in writing by Buyer prior to their execution by such Seller. Schedule 2.1(h) shall be amended prior to the Closing Date)to include all Contracts described in clause (e) above.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assumeClosing Date, and will, from and after the ClosingClosing Date, Buyer shall pay, discharge when due, and perform, all of satisfy and discharge, only the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (a) all Accounts Payable, Accrued Expenses, all accrued but unpaid vacation days up to the Closing Date or the applicable Transfer Date for each Employee who becomes a Transferred Employee, and accrued expenses incurred by Accrued Rebates whether arising prior to, on or after the Closing Date; (b) all Liabilities of Seller Groupunder the Assigned Real Property Leases, Assigned Contracts and Assigned Approvals (including all trade accounts payable representing amounts payable Liabilities arising out of, or relating to, any termination or announcement or notification by any third party of an intent to suppliers terminate any such Contract or Approval), and all Liabilities of Seller in respect of the Businessinstrument described on Schedule 3.6(b)(iv), but in each case only to the extent directly related relating to the conduct of the Business period from and after the Signing Closing Date; 2.4.2. All (c) all Liabilities arising out of or relating to employment, or service or compensation, employee benefits or termination of employment or service with respect to any Transferred Employees and their respective dependents and beneficiaries, in each case, in respect of service after the Transferred EmployeesClosing Time, including, without limitation, except as expressly set forth to the contrary in Section 6.5 (ibut subject to the reimbursement obligations of Buyer therein); and (d) all past obligations Liabilities arising out of, relating to, or otherwise in respect of, the Radiopharmacy Business or Purchased Assets in respect of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing period from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from shall timely perform and after discharge in accordance with their respective terms, only the Closing, Buyer shall pay, discharge when due, and perform, all specific liabilities of the following Liabilities of Seller Group, other than the Excluded Liabilities Sellers set forth below (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts (i) Current accruals and related Cure Costs for those Accepted Contracts (including Accepted Real Property Leases and Accepted Intellectual Property Licenses) which Purchaser directed Sellers to accept pursuant to Section 8.12 for which Purchaser has not changed its direction prior to the Closing, or as to any Accepted Contract which Purchaser directed Sellers to accept pursuant to Section 8.12 where the hearing to determine the amount of Cure Costs is not held until after the Closing Date, current accruals and Cure Costs for such Accepted Contracts will be paid by Purchaser to the applicable counterparty promptly after an Order determining the amount of such Cure Costs is entered by the Bankruptcy Court (unless Purchaser has changed its direction to assume prior to entry of such Order); (ii) Current wages, salary and commissions for Employees payable and accrued expenses incurred by Seller GroupSellers (provided, however, Assumed Liabilities shall be deemed to not include any other obligation to, or benefits for, Employees including all trade accounts any severance, continuation, bonuses or benefits payable representing amounts payable to suppliers in connection with change of the Businesscontrol provisions or otherwise, except to the extent directly specifically assumed pursuant to Sections 2.3(a)(iii), 2.3(a)(iv), and 2.3(a)(v)); (iii) Up to $438,000 in Current bonuses payable pursuant to incentive plans for sales employees and retail store employees existing as of the date hereof; (iv) accrued vacation costs for the Continuing Employees to the extent accrued on Seller’s books and records as of the Closing; (v) costs for reimbursement claims of Continuing Employees submitted after the Closing and related to medical and dental costs incurred by the conduct Continuing Employees prior to Closing; (vi) Current premiums under insurance policies that are Purchased Assets; (vii) Current payroll Taxes payable by the Sellers in connection with the operation of its Business on or prior to the Closing Date; (viii) Current Trade Payables existing on the Closing Date (including accrued but unbilled Trade Payables); (ix) quarterly U.S. Trustee fees accrued and unpaid through the Closing Date; (x) real and personal property taxes and any miscellaneous secured claims related to Purchased Assets allowed in the Bankruptcy Case with priority over the liens of the First Lien Lenders and the Second Lien Lenders; (xi) Transfer Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement to the extent not exempt under Section 1146(c) of the Bankruptcy Code or otherwise; (xii) Current sales and use Taxes and similar Taxes including gross receipts Taxes plus up to an additional $645,000 of sales and use Taxes and similar Taxes including gross receipts Taxes (including, solely for this purpose, the Michigan Single Business Tax) whether incurred before or after the Petition Date; (xiii) any other accrued and unpaid expenses or obligations incurred by the Sellers prior to the Closing Date that Purchaser expressly agrees to assume in a writing signed by an executive officer of Purchaser that specifically refers to this Section 2.3(a)(xiii) delivered to the Company prior to the Closing Date; (xiv) up to $25,000,000 of Liabilities arising after the Petition Date in the Ordinary Course of Business that would have been recorded as “Customer Accommodations” in the line item “Accrued Liabilities” in a consolidated balance sheet of the Business from prepared in accordance with GAAP and after using the Signing Date; 2.4.2. All Liabilities with respect to same accounting principles, policies and practices used in the Transferred Employees, including, without limitation, (i) all past obligations preparation of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded LiabilitiesDecember Financial Statements; and 2.4.5. All (xv) up to an aggregate of $3,000,000 in Winddown Costs, to be paid by Purchaser upon presentation by Debtors of invoices reflecting the payee, the amounts due and other Liabilities reasonable documentation. (b) Nothing in this Section 2.3 shall prohibit Purchaser from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity. (c) To the conduct extent that any Liability under any clause of Section 2.3(a) exceeds the Business aggregate amount of such Liability specifically assumed by Purchaser pursuant to such clause, Purchaser shall, in its sole and reflected absolute discretion, select which of such Liabilities it shall assume pursuant to such clause. Any such Liability under any such clause shall be deemed selected to be assumed by Purchaser under such clause if Purchaser makes payment or otherwise satisfied such Liability. In no event will Purchaser be required to or deemed to assume any Liability under any clause of Section 2.3(a) to the extent it exceeds any dollar limitation in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)such clause or is otherwise outside any other limitation in such clause.

Assumption of Liabilities. Upon (i) Buyer shall not assume any liabilities or obligations of Seller (other than those expressly assumed pursuant to this Section 1.1(b)), including without limitation, any liabilities for employment, income, sales, property or other taxes incurred or accrued by Seller, except as provided in Section 1.2(c). It is further expressly agreed that Buyer shall not assume any liabilities for third party claims of infringement of intellectual property rights on products sold by the terms and subject to Seller through the conditions Closing Date or the damages, if any, as set forth in this Agreement, as of the Signing Date (but subject to the consummation of the ClosingSection 1.1(b)(iii), Buyer shall assume, and from and after . At the Closing, Buyer shall pay, discharge when due, and perform, all of assume the following Liabilities obligations and liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”): 2.4.1. All trade accounts payable "): (A) all obligations and accrued expenses incurred liabilities of Seller under or related to any software development contracts, licenses and any other contracts to which Seller is a party or by which it is bound as set forth on Schedule 2.12 if Seller's rights under such contracts are assigned and transferred to Buyer at the Closing (B) those obligations and liabilities of Seller Groupset forth in Schedule 1.1(b) hereto (including the promissory notes set forth in Section 1.1(b)(ii) below, including all trade accounts payable representing amounts payable which are expressly agreed to suppliers of the Business, be assumed subject to the extent directly related conditions specified in Section 1.1(b)(ii) and the lease agreement set forth in Section 1.1(b)(iii) below, which is expressly agreed to be assumed subject to the conduct of the Business from conditions specified in Section 1.1(b)(iii)), and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (iC) all past obligations pursuant to Sections 1.2(c), 1.3(a)(iv) and 5.13 hereunder. Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller except for the Seller toward the Transferred Employees; Assumed Liabilities. (ii) Buyer specifically assumes the promissory notes between Seller and Kirk ▇. ▇▇▇▇ ▇▇▇ Step▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ed April 30, 1996 for an aggregate principal amount of $250,000 (the "$250,000 Note") and BARW dated October 15, 1995 for an aggregate principal amount of $25,000 as set forth in Schedule 1.1(b), subject to Seller's delivery to Buyer of a Subordination Agreement executed by each of Kirk ▇. ▇▇▇▇ ▇▇▇ Step▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇tached hereto as Exhibit A binding each of Mr. ▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇▇▇▇▇ ▇▇▇ their successors and assignees, to subordinate payment by Buyer of any and all ongoing indebtedness, liabilities, guarantees and other obligations toward the Transferred Employees following their transfer of Buyer to Mr. ▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇▇▇▇▇ ▇▇▇ existing or hereinafter arising to the payment to Coast Business Credit ("Coast"), a division of Southern Pacific Thrift and Loan Association and other creditors who are banking and equipment leasing institutions ("Institutional Creditors") of Buyer; , of all indebtedness, liabilities, guarantees and other obligations of Buyer to Coast and such other Institutional Creditors, now existing or hereinafter arising and including such terms and conditions as more specifically set fourth in Exhibit A attached hereto. (iii) all Claims Buyer specifically assumes the obligations under the lease agreement by and between Seller and AJ Partners Limited Partnership ("Lessor"), managed by Drap▇▇ ▇▇▇ Kram▇▇ ▇▇ California, Incorporated dated July 18, 1994 (the "Lease Agreement") and both parties will use their best efforts to obtain a consent to a formal assignment pursuant to the Lease Agreement. It is expressly agreed that Buyer shall not assume any liabilities for damages arising out of any failure on the part of Buyer or Seller to obtain written consent under Section 12 of the Transferred Employees arising from their employment with the Lease Agreement of Lessor to Seller, as 's assignment of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable rights and accrued expenses of obligations under the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Lease Agreement to Buyer prior to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Closing Date and Assumed Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)under this Agreement expressly excludes any such damages.

Assumption of Liabilities. Upon 1.5.1 Subject to the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after at the Closing, Buyer the Purchaser shall assume and agree to pay, honor and discharge when due, and perform, due all of the following Liabilities of Seller Group, other than liabilities existing at or arising on or after the Excluded Liabilities Closing Date (collectively, the “"Assumed Liabilities”"): 2.4.1. All trade accounts payable 1.5.1.1 Any and accrued expenses incurred by Seller Groupall liabilities, including all trade accounts payable representing amounts payable to suppliers of the Business, obligations and commitments relating to the extent directly related to the conduct of the Binks Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, that are (i) all past obligations of reflected on the Seller toward the Transferred EmployeesFinancial Statements (as defined in Section 3.5); (ii) all ongoing obligations toward incurred or arising under any of the Transferred Employees following their transfer Employment Security Agreements and the Stay Bonus Agreements listed on Schedule 3.22 hereto; (iii) incurred after the date of the Financial Statements in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement; (iv) liabilities related to product liability claims arising out of products sold after the Closing Date , (v) liabilities related to patent infringement to the Buyerextent arising out of products sold on or after the Closing Date, except, in each case, for (a) liabilities related to product liability claims which are unresolved on the Closing Date or arising out of products sold prior to the Closing Date; (b) environmental liabilities and costs to the extent not accrued on the Financial Statements; (c) liabilities for taxes relating to or arising out of the Binks Business accruing, or with respect to any event or time period occurring, at or prior to Closing (except to the extent specifically set forth in Section 15.5); (d) liabilities in respect of employees or plans, except to the extent specifically set forth in Section 6.9 or arising under the Employment Security Agreements and the Stay Bonus Agreements listed on Schedule 3.22 hereto; (e) liabilities for workers' compensation claims occurring prior to the Closing Date or pending on the Closing Date; (f) liabilities related to patent infringement to the extent arising out of products sold prior to the Closing Date; and (iiig) liabilities relating to the following litigation proceedings: CWA Investment Company, L.L.C. v. Binks ▇▇▇▇▇ Corporation v. The ▇▇▇▇ ▇▇▇▇ Company; Continental Partners Group, Inc. v. Binks Manufacturing; Behr Systems, Inc. ▇. ▇▇▇▇▇ Electrostatic, Inc. and ▇▇▇▇▇, ▇.▇.; ▇▇▇▇ GmbH ▇. ▇▇▇▇▇ Sames France, S.A.; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ v. Binks ▇▇▇▇▇ Corporation, et al.; and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ v. Binks ▇▇▇▇▇ Japan; 1.5.1.2 Any and all Claims liabilities, obligations and commitments arising out of the Transferred Employees arising from their employment with the Selleragreements, as leases, contracts and commitments set forth herein (or not required to be set forth herein or in any Schedule hereto because of the Signing Date; 2.4.3. All Liabilitiesamount involved), other than including normal trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected payables incurred in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until Binks Business, but not including any obligation or liability for any breach thereof occurring prior to the Closing Date); and 1.5.1.3 The liabilities arising in the ordinary course of business and resulting from the acquisition of the Stock. 1.5.2 At the Closing, the Purchaser shall assume the Assumed Liabilities by executing and delivering to Seller an Assumption Agreement on terms which are mutually satisfactory.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of At the Closing), Buyer PGIO shall assume, and shall agree to pay, perform and discharge according to their respective terms (if any), the following (and only the following) liabilities and obligations of IMS and its Affiliates arising primarily from or related primarily to the Purchased CD Business, and no other liabilities or obligations of IMS or its Affiliates (liabilities to be assumed by PGIO pursuant to this Section 1.4 being collectively referred to as the "Assumed Liabilities"): (i) all obligations of IMS or its Affiliates under the Business Contracts (other than Excluded Contracts) that are part of the Purchased CD Business that, by the terms of such Business Contracts, arise after the ClosingClosing Date, Buyer shall payrelate to periods following the Closing Date and are to be observed, discharge when duepaid, discharged, or performed, as the case may be, in each case at any time after the Closing Date; (ii) all unpaid liabilities and performobligations, all including trade accounts payable, of the following Liabilities Purchased CD Business (but excluding all payables to IMS or any of Seller Groupits Affiliates), incurred in the Ordinary Course of Business and other than similar current liabilities of the Excluded Liabilities Purchased CD Business as may be included in the calculation of Working Capital under Section 1.7 hereof (collectively, the “"Assumed Liabilities”):Accounts Payable"); 2.4.1. All trade accounts payable (iii) any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and accrued expenses incurred promotional commitments arising from any product line produced or sold by Seller Groupthe Purchased CD Business that has not been discontinued prior to the date hereof; (iv) any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line that has been discontinued prior to the date hereof by the Purchased CD Business, only to the extent of any contingency reserve related thereto on the Closing Date Balance Sheet; (v) any liability, obligation or expense of any kind or nature relating to Taxes (other than corporate Taxes based upon the income of such entity), including all trade accounts payable representing amounts payable sales and value added taxes, owed by IMS or any of its Affiliates (including any contractual liability with respect to suppliers Taxes of another Person) arising from the conduct of the Purchased CD Business, to the extent directly as included in the calculation of Working Capital under Section 1.7; provided that Transfer Taxes and Apportioned Obligations shall be paid in the manner set forth in Sections 5.2 and 5.3 hereof; (vi) except as set forth in Section 1.4(vi) of the Disclosure Schedule and with respect to any matter involving Taxes, any liability, obligation, cost or expense of IMS or any of its Affiliates arising out of or relating to any investigation, claim, action, suit, complaint, dispute, audit, demand, litigation or judicial, administrative or arbitration proceeding (collectively, "Legal Proceeding") as and to the extent it arose or arises from the Purchased CD Business to which IMS or any of its Subsidiaries is or was a party whether it relates to any time prior to, at or after the Closing (regardless of whether the Legal Proceeding is commenced before or after the Closing), and any contingency reserve related thereto; (vii) upon hiring of a Transferred Employee by the Company or a Subsidiary of the Company, any liability or obligation with respect to such Transferred Employee including all liabilities for accrued vacation pay, excluding any pension or similar liabilities; (viii) any liability, obligation or expense arising from the Business Purchased Intellectual Property after the Closing Date; and (ix) any liability or obligation arising from the conduct of the Purchased CD Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. a. Upon the terms and subject to the conditions of this Agreement, Buyer hereby agrees to assume, effective as of the Closing Date, and agrees to be responsible for, pay, perform and discharge when due the following liabilities, obligations and commitments (collectively, the "ASSUMED LIABILITIES"): (1) all obligations, liabilities and commitments that arise from and after the Closing Date under the Transferred Contracts; and (2) all obligations, liabilities and commitments that arise out of or relate to the operation of the Acquired Assets from and after the Closing Date (the "POST-CLOSING LIABILITIES"). b. Except as expressly set forth in Section 2.3(a), upon the terms and subject to the conditions of this Agreement, Buyer will not assume or be responsible for the following liabilities, obligations and commitments of Seller (the "EXCLUDED LIABILITIES"): (1) all obligations, liabilities and commitments that arise prior to the Closing Date under the Transferred Contracts; (2) all debts, obligations, liabilities and commitments that arise out of or relate to the operation of the Acquired Assets prior to the Closing Date whether accrued, absolute, contingent or otherwise, or whether arising out of any act or omission occurring, or state of facts existing prior to, on or after the Closing Date, (the "PRE-CLOSING LIABILITIES"); (3) except as otherwise expressly provided in this Agreement, all Taxes (including sales Taxes payable as a result of the Signing Date (but subject sale of the Acquired Assets) that arise out of or relate to the consummation operation of the Closing), Buyer shall assume, and from and after Acquired Assets on or prior to the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities Closing Date; and (4) any obligation or liability of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly solely related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees or arising from their employment solely in connection with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception ownership of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Assets.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall Symantec will assume, and from and after effective on the Closing, Buyer shall pay, discharge when due, only those liabilities and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; BR (iia) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent entered into or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected incurred in the Closing Balance Sheet (subject to updates resulting from the ordinary course of business from and after Apri▇ ▇, ▇▇▇▇, (▇) ▇▇▇er those Contracts transferred to Symantec pursuant to Section 1.1(d)(i) which are incurred after the Business following Effective Date, (c) that are listed in SCHEDULE 1.4, (d) that constitute Distributor Liabilities as defined in Section 11.2 (provided that Symantec will be entitled to indemnification for Indemnified Distributor Claims to the extent set forth in Section 11.2 and the Escrow Agreement), (e) that constitute taxes and charges to be paid by Symantec pursuant to Section 7.2 (provided that any such taxes paid shall be treated as a Loss under Section 11.2.3 hereof), (f) that arise under any Employee Plan (as defined in Section 3.14.3 and that has been disclosed to Symantec in writing), (g) that constitute warranty claims or service claims based on warranties disclosed by BR to Symantec pursuant to the Schedules attached hereto, or (h) that constitute obligations to employees arising from termination of their employment by BR because Symantec chooses not to hire them (up to the amount of severance pay for such employees indicated in the Transition Agreement entered into between the parties even date herewith) other than liabilities based on express contracts not disclosed on a Schedule hereto. Symantec will not assume any liabilities or obligations of BR of any nature whatsoever, except as expressly provided in the Closing Balance Sheet and until first sentence of this Section 1.4, whether now existing or hereafter arising, including those (i) arising under ERISA (as defined in Section 3.14.3 below), or (ii) except as set forth above in this Section 1.4, arising under any claim existing, accrued or accruing, contingent or otherwise, before the Closing Date)Closing.

Assumption of Liabilities. Upon (a) Orkin shall assume on the terms Closing Date and subject to the conditions set forth in this Agreementshall pay, as perform and discharge when due all of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, ▇▇▇▇'▇ obligations and liabilities arising from and after the ClosingClosing under the Customer Contracts (other than Termite Guarantee Contracts, Buyer which shall paybe governed by the provisions of Section 1.03(c) hereof), discharge when duethe Other Contracts, the Leases and perform, all the Purchase Orders ("Executory Contractual Liabilities"). As a part of the following Liabilities of Seller GroupPurchase Price, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, Orkin shall also assume (i) all past the obligations of ▇▇▇▇ under those certain deferred compensation agreements specified on Schedule 1.03(a)(i) attached hereto (the Seller toward the Transferred Employees"Deferred Compensation Agreements"); (ii) all ongoing those acquisition debt obligations toward specified on Schedule 1.03(a)(ii) attached hereto (the Transferred Employees following their transfer "Acquisition Obligations"); (iii) that certain outstanding loan from Deposit Guaranty National Bank, in the principal amount of [***] (the "[***] Loan"); (iv) the obligations of ▇▇▇▇ for [***] - CONFIDENTIAL TREATMENT REQUESTED [***] but [***], [***] with [***], [***], and/or [***] of Redd employees as of the Closing Date (the "Days Off Accruals"); and (v) specified accounts payable as identified and in the amount contained on the Assumed Payables List (as hereinafter defined). Collectively, the liabilities referred to in this Section 1.03(a) are the "Assumed Liabilities". (b) Except for the Assumed Liabilities, it is expressly understood and agreed between the parties hereto that ORKIN SHALL NOT ASSUME AND IS NOT ASSUMING, NOR SHALL ORKIN BECOME LIABLE, OBLIGATED OR RESPONSIBLE FOR THE PAYMENT OF ANY DEBTS, LIABILITIES OR OBLIGATIONS OR THE PERFORMANCE OF ANY DUTIES OF ▇▇▇▇ OF ANY KIND OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, WHETHER ARISING BEFORE, ON OR SUBSEQUENT TO THE CLOSING AND WHETHER CONTINGENT OR LIQUIDATED IN AMOUNT (INCLUDING, WITHOUT LIMITATION, ANY DEBT, LIABILITIES, OBLIGATIONS OR DUTIES ARISING OUT OF ACCOUNTS PAYABLE (OTHER THAN THOSE INCLUDED IN THE ASSUMED PAYABLES LIST), TAX LIABILITIES, ENVIRONMENTAL, IMMIGRATION OR PRODUCT LIABILITY MATTERS, EMPLOYEE BENEFITS, CUSTOMER CONTRACTS OR OTHER CONTRACTS OR AGREEMENTS (OTHER THAN OBLIGATIONS ARISING UNDER THE EXECUTORY CONTRACTUAL LIABILITIES FROM AND AFTER THE CLOSING DATE) OR OTHER LIABILITIES OF ▇▇▇▇). (c) Notwithstanding anything in this Agreement to the Buyer; contrary, Orkin shall not assume any obligation under a [***] unless and until (i) the [***] to such contract makes a [***] to [***], (ii) the [***] for which such [***] was made has commenced, and (iii) all Claims of the Transferred Employees arising from their employment Orkin inspects and is satisfied with the Seller, as condition of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)such [***].

Assumption of Liabilities. Upon Buyer shall not assume any liabilities or obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to this Section 1.1(c). Without limiting the terms and subject foregoing, it is expressly agreed that Buyer shall not assume any liabilities for payroll, bonus, severance, change of control, accrued vacation, 401K, other benefits or related obligations accrued prior to the conditions set forth Closing Date, or taxes thereon, or for employment, income, sales, property or other taxes incurred or accrued by Seller (collectively, "Excluded Liabilities"). Seller will indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or any of its affiliates related to or arising out of any liabilities or obligations of Seller, except for those liabilities or obligations expressly assumed by Buyer in this Agreement, as of the Signing Date (but subject to the consummation of the ClosingSection 1.1(c), Buyer shall assume, and from and after . At the Closing, Buyer shall pay, discharge when due, and perform, all of assume the following Liabilities obligations and liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): 2.4.1. (i) All trade accounts of Seller's implementation and software development obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or services orders or other agreements, that are transferred to Buyer ("IMPLEMENTATION OBLIGATIONS") as of the Closing Date, provided that Seller identifies on Schedule 1.1(c)(i) (which schedule shall be updated by Seller prior to the Closing for any Implementation Obligations entered into after the date of this Agreement) each such Implementation Obligation to Buyer and provides to Buyer on Schedule 1.1(c)(i) the following information for each such Implementation Obligation: (1) Customer name; (2) Commencement date and estimated completion dates of implementation project; (3) Method of fee calculation (time and materials or fixed price) and the agreed upon billing rates involved, where applicable; (4) Amount, if any, of deposits received from customer in advance of work performed; (5) Nature of any custom software development involved with the implementation, excluding normal configuration and integration to back-end accounting systems; and (6) Material problems, if any, in connection with the implementation; (ii) All of Seller's maintenance, support and warranty obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or service orders or other agreements, that are transferred to Buyer ("MAINTENANCE OBLIGATIONS") as of the Closing Date, provided that Seller identifies each such Maintenance Obligation to Buyer on Schedule 1.1(c)(ii) (which schedule shall be updated by Seller prior to the Closing for any Maintenance Obligations entered into after the date of this Agreement) and provides to Buyer on Schedule 1.1(c)(ii) the following information for each such Maintenance Obligation: (1) Customer name; (2) Maintenance period and related maintenance fee; and (3) Any Maintenance Obligations assumed by Buyer that are out of the ordinary course of business; and (iii) The following liabilities of Seller solely to the extent they are set forth with supporting detail on Schedule 1.1(c)(iii): (1) Accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers in the normal course of the Business, to the extent directly related to the conduct of the Business from and after the Signing Datebusiness (excluding Excluded Liabilities); 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i2) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded LiabilitiesDeferred revenue; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)3) The Assigned Contracts set forth on Schedule 2.11.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from From and after the ClosingClosing Date, Buyer ▇▇▇▇▇ shall assume and ▇▇▇▇▇ hereby agrees to pay, perform and discharge when due, and perform, all of only the following Liabilities liabilities and obligations (whether known, unknown, absolute, contingent or otherwise) of Seller Group, other than related to the Excluded Liabilities Transferred Assets (collectively, such liabilities and obligations are hereinafter referred to as the “Assumed Liabilities”): 2.4.1. All trade accounts payable (a) all obligations and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable duties to suppliers perform any of the Business, Work in Progress and to the extent pay any third- party liabilities directly associated with and related to the conduct of the Business from such Work in Progress that are billed and invoiced to Seller on or after the Signing Date;March 1, 2009; and 2.4.2. All Liabilities (b) all liabilities and obligations with respect to or relating to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and Assets that accrue after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date. ANY LIABILITY OR OBLIGATION OF SELLER OTHER THAN THE ASSUMED LIABILITIES SHALL BE RETAINED BY SELLER (THE “RETAINED LIABILITIES”). EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.3, NEITHER BUYER NOR ANY AFFILIATE OF BUYER ASSUMES OR AGREES TO BECOME LIABLE FOR OR SUCCESSOR TO ANY LIABILITIES OR OBLIGATIONS WHATSOEVER, LIQUIDATED OR UNLIQUIDATED, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, WHETHER OF SELLER, ANY PREDECESSOR THEREOF, OR ANY OTHER PERSON, OR OF THE BUSINESS. NO OTHER STATEMENT OR PROVISION IN THIS AGREEMENT AND NO OTHER STATEMENT, WRITTEN OR ORAL, ACTION OR FAILURE TO ACT INCLUDES OR CONSTITUTES ANY SUCH ASSUMPTION OR AGREEMENT, AND ANY STATEMENT TO THE CONTRARY BY ANY PERSON IS UNAUTHORIZED AND HEREBY DISCLAIMED.

Assumption of Liabilities. Upon 2.3.1 The German Buyer hereby assumes from the terms and subject Seller the obligations to service or repair products sold by the Voumard Business prior to the conditions Transfer Date or after the Transfer Date to the extent such obligations arise from the written warranties applicable to those products set forth in this Agreement, as Annex 2.3.1 or the written warranties applicable to those products set forth in Annex 2.2.1 (“Assumed Warranty Liabilities”). 2.3.2 With the exception of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectivelyAssumed Warranty Liabilities, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations Buyer does not assume any other liabilities of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer in relation to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the SellerVoumard Business whether absolute, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise otherwise. For the avoidance of doubt and without limiting the generality of the foregoing, the Buyer is not assuming from the Seller Group(i) any obligation or liability under the Retained Customer Contracts (except to the extent of the Assumed Warranty Liabilities), under all Assigned Contracts(ii) any indebtedness or accounts payable of the Seller, accruing from and (iii) any obligation to employees or (iv) any liability for property damage or personal injury caused or alleged to be caused by products of the Voumard Business sold prior to the Transfer Date or after the Signing Date; 2.4.4. All Liabilities attributable Transfer Date pursuant to the Acquired Assets Retained Customer Contracts; or (v) any liability for taxes assessed against or imposed on Seller except, for the avoidance of doubt, for VAT triggered by the Transaction according to Section 5.2.2 of this Agreement. 2.3.3 To the extent that the Buyer’s cost (including parts, labor, payments to third parties and overhead allocation) of performing the Assumed Warranty Liabilities prior to the date on which all written warranties applicable to products sold by the Voumard Business prior to the Transfer Date or after the Transfer Date have expired (the "Warranty Expiration Date") exceeds the Euro-denominated equivalent of USD 600,000 calculated using, for any date of determination, a Euro (EUR) to US Dollar (USD) exchange rate that is the closing European Central Bank Reference Rate for the most recent day immediately preceding such date of determination for which such a rate is available (such amount, the "Warranty Reserve"), the Seller Guarantor shall pay such excess to the Buyer in accordance with the exception terms of the Excluded Liabilities; and 2.4.5TSA. All other Liabilities related Buyer shall (i) provide Seller Guarantor with written quarterly updates setting forth the amounts remaining in the Warranty Reserve as of each quarter and Buyer's forecast for spending in relation to the conduct Assumed Warranty Liabilities for the upcoming quarter and (ii) provide Seller Guarantor with a final written accounting of any amounts remaining in the Warranty Reserve or costs incurred in excess of the Business Warranty Reserve (the "Final Accounting") no later than seventy-five (75) days after the Warranty Expiration Date. In the event the Buyer’s aggregate cost (including parts, labor, payments to third parties and reflected in overhead allocations) of performing the Closing Balance Sheet Assumed Warranty Liabilities is less than the Warranty Reserve, then, within fifteen (subject to updates resulting from 15) days following the ordinary course earlier of the Business following (x) date on which the Final Accounting was provided to Seller Guarantor and the (y) final date on which the Final Accounting is required to be provided to Seller Guarantor in accordance with this Section 2.3.3, the Buyer shall pay such difference to the PWSPA Sellers' Agent (as defined in Section 5.2.1) for the benefit of the Closing Balance Sheet PWSPA Sellers (as defined in Section 5.2.1) in accordance with the provisions of the PWSPA (as defined in Section 5.2.1) referred to in Section 5.2.1. Such payment shall be in EUR and until made by wire transfer of immediately available funds free and clear of costs and charges to the Closing Date)account specified in Section 5.2.1.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from From and after the Closing, ------------------------- the Buyer shall assume and the Buyer hereby agrees to pay, perform and discharge when due, and perform, due all liabilities of the following Liabilities of Seller Group, other than directly related to the Excluded Liabilities Business (collectively, i) arising pursuant to the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers terms of the BusinessAssigned Contracts (including the Green Manufacturing, Inc. 401(k) Retirement Plan (the "401(k) Plan")), (ii) related to the Business and arising on or after the Closing Date, or (iii) related to the Business and arising in the ordinary course of business after December 31, 1997 and prior to the Closing Date, to the extent directly set forth on Schedule 2.4(a) (the "Assumed Liabilities"); provided, however, that the Buyer shall not assume (and -------------------- -------- ------- the term "Assumed Liabilities" shall not be deemed to include) (i) income and franchise taxes of the Seller; (ii) except as contemplated by Schedule 2.4(a), all other Taxes attributable to periods ending on or prior to the Closing Date; (iii) Taxes of any other Person for which the Seller may be liable by contract or otherwise; (iv) any liability of any kind due to illegal or tortuous conduct prior to the Closing Date by the Seller, or the Seller's officers, directors or employees, whether to employees or third parties; (v) any liability for product liability lawsuits arising from the sale of any Product before the Closing Date; (vi) any liability for the infringement of any item of Intellectual Property in connection with the sale of any Product before the Closing Date; (vii) any and all liabilities under Environmental Laws arising from or in any way related to acts, omissions, occurrences or conditions first occurring or in existence prior to the conduct Closing Date; (viii) any liabilities with respect to Contracts listed on Schedule 2.4(b); and (ix) any other liability not expressly assumed by the Buyer pursuant to this Agreement. All the liabilities and obligations of the Business from Seller other than the Assumed Liabilities are hereinafter referred to as the "Excluded -------- Liabilities". On the Closing Date, the Buyer shall in addition execute and after ----------- deliver to the Signing Date; 2.4.2. All Liabilities Seller an instrument of assumption of liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Assumed Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreementherein, as at the Closing Buyer agrees to assume and become solely responsible for all debts, liabilities or obligations whatsoever of Asset Seller to the extent arising out of or relating to the ownership of the Signing Date (but subject Transferred Assets or the operation of the Business, or of any of Asset Seller's Affiliates to the consummation extent arising out of or relating to the ownership of the Closing)Transferred Assets or the operation of the Business, Buyer shall assume, and from and whether arising before or after the ClosingClosing and whether known or unknown, Buyer shall payfixed or contingent, discharge when due, and perform, all of the following Liabilities of Seller Group, other than but excluding the Excluded Liabilities (collectively, the “"Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group"), including the following: (a) all trade accounts payable representing amounts payable liabilities and obligations of Asset Seller under the agreements, contracts, leases, licenses and other arrangements included in the Transferred Assets; (b) all liabilities with respect to suppliers all actions, suits, proceedings, disputes, claims or investigations that arise out of or relate to the ownership of the Transferred Assets or the operation of the Business; (c) employee benefit, compensation, retention and severance liabilities and other similar liabilities associated with employees of Asset Seller engaged in the operation of the Business, to including the extent directly related to Liability for the conduct retention costs and special bonuses set forth in Schedule 5.8(e) of the Business from Disclosure Schedule; and (d) all liabilities of Asset Seller and after the Signing Date; 2.4.2. All Liabilities its Affiliates for Taxes with respect to the operation of the Business or the Transferred EmployeesAssets (other than Taxes imposed with respect to any gain realized as a result of the transactions contemplated by this Agreement) for any taxable year or period beginning before and ending after the Closing Date, includingfor the portion of such taxable year or period after the Closing Date determined in accordance with Section 8.3(b). Notwithstanding the foregoing, without limitationAssumed Liabilities shall not include (and the following, collectively, shall constitute the "Excluded Liabilities"): (a) any Liabilities of the Companies (since these liabilities will continue to be owed by the Companies); (b) any Liabilities owed to Asset Seller or any of its Affiliates (other than the Companies or the Division) by any Company or Asset Seller (with respect to the Business or the Division) that arise prior to the Closing Date except for those that will continue under Section 5.10; (c) any Liabilities owed by Asset Seller or any of its Affiliates (other than the Companies or the Division) to any Company or the Division that arise prior to the Closing Date; (d) any Liabilities for borrowed money owed by Asset Seller or any of its Affiliates to third parties; (e) any Liabilities of Asset Seller or Stock Seller pursuant to this Agreement or relating to the transfer of assets or stock hereunder; (f) subject to the license agreements contemplated by Section 6.1(h), any Liability arising out of or relating to any asset that is not a Transferred Asset and is not owned by any of the Companies, except to the extent that such Liability shall have been accrued on the Closing Date Balance Sheet; (g) any Liability to the extent arising out of or relating to Excluded Assets; (h) all Liability arising out of or resulting from (i) all past obligations the claims and Actions listed on Schedule 3.8(a) of the Seller toward the Transferred Employees; Disclosure Schedule, including any successor or related claims or Actions, (ii) all ongoing obligations toward any claims or Actions which are not disclosed on Schedule 3.8(a) of the Transferred Employees following their transfer Disclosure Schedule if, as a result of the failure to disclose such claims or Actions on such Schedule, the Buyer; representation set forth in Section 3.8(a) is not true and correct as of the date of execution of this Agreement (ignoring for this purpose the reference to Seller Material Adverse Effect but including only claims and Actions that, individually or in the aggregate, could reasonably be expected to result in a liability in excess of $1,000,000), and (iii) all Claims any claims or Actions which are not disclosed on Schedule 3.8(a) of the Transferred Employees arising from their employment with Disclosure Schedule if, as a result of the Sellerfailure to disclose such claims or Actions in such Schedule, the representation in Section 3.8(a) would not be true and correct as of the Signing Closing Date if restated on the Closing Date; 2.4.3. All (i) Excluded Employment Liabilities, other than trade accounts payable and accrued expenses as defined in Section 5.8(a), any Liability in respect of or relating to the issuance or grant of stock options, stock appreciation rights, performance shares or capital stock to employees of or consultants to any of the Sellers and their Affiliates, any Liability in respect of retention costs and special bonuses (including those set forth on Schedule 2.4(i) of the Disclosure Schedule but not including those set forth in Schedule 5.8(e) of the Disclosure Schedule) and any Liability in respect of any agreement set forth in clause 1(q) of Schedule 3.10(a) of the Disclosure Schedule; (j) any Liabilities of Asset Seller Groupor any of its Affiliates for Taxes with respect to the operation of the Business or the Transferred Assets for any taxable year or period ending on or before the Closing Date and, whether fixed, contingent with respect to any taxable year or otherwise of Seller Group, under all Assigned Contracts, accruing from period beginning before and ending after the Signing Closing Date; 2.4.4. All Liabilities attributable to , for the Acquired Assets portion of such taxable year or period ending on the Closing Date as determined in accordance with the exception of the Excluded LiabilitiesSection 8.3; and 2.4.5. All other Liabilities related (k) any obligation to contribute any or all amounts in excess of $19,250,000.00 incurred by 63 Madison Associates, L.P., as landlord, in its renovation of the real estate and improvements subject to the conduct Lease of Asset Seller under that certain Agreement of Lease, dated January 15, 1998, by and between 63 Madison Associates, L.P. and ▇▇▇▇-▇▇▇▇▇ Inc. (the Business and reflected in "Lease"). ----- Buyer is not assuming or becoming responsible for any debts, liabilities or obligations other than the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Assumed Liabilities.

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, as of the Signing Date (but subject Pechiney Plastics hereby assumes and agrees to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, fulfill, perform or otherwise discharge when due, due any and perform, all of the following Liabilities debts, liabilities and obligations of Seller GroupANC (whether fixed or contingent, matured or unmatured, arising by law or by contract or otherwise, on or prior to the date hereof or hereafter) (the "Assumed Liabilities") to the extent relating to the Business or the Contributed Assets, other than the Excluded liabilities set forth in Section 3.02 below. The Assumed Liabilities include, without limitation: (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable a) any and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable liabilities in respect of Environmental Claims relating to suppliers or arising out of the Business, Business or the Contributed Assets; (b) obligations and liabilities in respect of employee and employee benefits matters to the extent directly related set forth in Article VIII; (c) any and all liabilities in respect of any pending or threatened litigation, claims, suits, actions, investigations, indictments, or proceedings to which ANC is or may become a party or any of the Contributed Assets is or may become subject (other than those relating to, or arising out of, the patent infringement litigation, claims and proceedings involving the Viskase Corporation and ANC, in respect of which Pechiney Plastics has agreed to indemnify ANC under Section 11.02(iii) of this Agreement), arising out of, or relating to, the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesBusiness, including, without limitation, the litigations set forth in Schedule 3.01(c); (id) all past liabilities and obligations relating to the Contributed Real Property; (e) all letters of credit, guarantees or other financial accommodations which support any Assumed Liabilities or Contributed Assets; and (f) all liabilities of the Seller toward general type reflected in the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims December 31, 1998 Pro-Forma Balance Sheet set forth in Schedule 3.01(f), recognizing that such Balance Sheet is only illustrative of the Transferred Employees arising from their employment with liabilities of the Seller, Business that may exist as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable date of this Agreement and accrued expenses of the Seller Group, whether fixed, further recognizing that it does not necessarily reflect all contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable liabilities relating to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Business.

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after at the Closing, the Buyer shall, and the Parent shall cause the Buyer to, assume, become liable for and agree to pay, discharge when due, and perform, all of as the case may be, only the following Liabilities of the Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):), and no other Liabilities whatsoever: 2.4.1. All trade accounts payable and accrued expenses incurred (i) all Liabilities under the Assumed Contracts (including the Store Leases), accruing, or arising out of facts or events occurring, on or after the Closing Time; (ii) all Liabilities for personal injury or property damage (or other product liability) with respect to Inventory that is sold by Seller Group, including the Buyer following the Closing Time; (iii) all trade accounts payable representing amounts payable to suppliers of the Business, Liabilities relating to the extent directly related to Purchased Assets and the conduct operation of the Business from following the Closing Time; (iv) all Liabilities arising out of the Seller’s Bass and the Seller’s other Heritage Brands gift card and loyalty programs for purchases at the Bass retail stores (other than the Excluded Stores) accruing prior to, on or after the Signing Date;Closing Time; and 2.4.2(v) all Liabilities relating to merchandise credits at the Bass retail stores, whether accruing prior to, on or after the Closing Time. All of the Assumed Liabilities with respect to shall be paid, performed or otherwise discharged by the Transferred EmployeesBuyer as and when due. (b) Notwithstanding anything else contained in this Agreement, other than the Assumed Liabilities, the Buyer shall not assume any Liabilities of the Seller, including, without limitation, the following (collectively, the “Excluded Liabilities”): (i) all past obligations Liabilities under the Excluded Contracts or any other Contracts which are not validly and effectively assigned to the Buyer pursuant to this Agreement and the benefit of which has not been secured for Buyer as provided in the Seller toward the Transferred Employees; final paragraph of Section 2.2; (ii) all ongoing obligations toward Liabilities for Taxes (a) of the Transferred Employees following their transfer Seller, whether or not they relate to the Buyeroperation of the Business or (b) relating to the Business or the ownership of the Purchased Assets for any Tax period (or portion thereof) ending prior to the Closing Date; and provided, that in no event shall the Seller be responsible for Taxes for which the Buyer is responsible under Section 6.3, or that are Assumed Liabilities described in Sections 2.3(a)(i)-(v); (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing DateRetained Employee Liabilities; 2.4.3. All Liabilities(iv) all Liabilities for personal injury, property damage or other than trade accounts payable and accrued expenses of product liability with respect to any products sold by the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable prior to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).Time;

Assumption of Liabilities. Upon At the terms time of Closing, Buyer will assume and subject agree to pay and discharge (i) the trade accounts payable of Seller related to the conditions Business as set forth in this Agreement, the Closing Net Asset Statement (such trade accounts payable as of the Signing Date close of business on May 9, 2000 being set forth on Schedule 1.3), (but subject to ii) obligations of Seller under the consummation unfilled purchase orders listed on Schedule 2.8(a), and (iii) all liabilities and obligations in connection with the operation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, Business to the extent directly related to the conduct of the Business from and arising on or after the Signing Closing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, all such liabilities and obligations of Seller as a party to the Assumed Contracts and all liabilities relating to any Products manufactured after the Closing Date (other than any such liabilities arising out of or in connection with the Seller's obligations or actions pursuant to or in connection with the License Agreement or the Supply Agreement) (such trade payables and liabilities and obligations, the "Assumed Liabilities"). Buyer shall assume no other liabilities of Seller, whether or not relating to the Purchased Assets (all such other liabilities, the "Excluded Obligations"). Without limiting the foregoing, in no event shall the Assumed Liabilities include (i) all past obligations any liability for Taxes of the Seller toward or any other person related to the Transferred Employeesoperation of the Business or ownership of the Purchased Assets prior to the Closing; (ii) all ongoing obligations toward the Transferred Employees following their transfer any liabilities relating to any Products manufactured prior to the BuyerClosing Date; and (iii) all Claims any other liability arising out of or relating to the Transferred Employees arising from their employment with Business or its operations prior to the Seller, as of the Signing Closing Date; 2.4.3. All Liabilities, other than the trade accounts payable and accrued expenses of account payables set forth on Schedule 1.3; or (iv) any liability arising under contracts other than the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Assumed Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon the terms and subject (a) Subject to the conditions set forth in provisions of this Agreement, as of the Signing Date (but subject Buyer assumes and agrees to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, pay or to discharge when due, and perform, all of the following Liabilities obligations of Seller Group, other than (the Excluded Liabilities (collectively, the “"Assumed Liabilities”): 2.4.1. All trade "): (i) SBA Loan # GP750,241-30-06-DEN in the amount (principal and interest) of approximately $68,417 (the "SBA Loan"); and (ii) accounts payable and accrued expenses as at the date of Closing incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of business and not payable to any Affiliate of Seller or the Business Shareholder, and not including automobile loan payments relating to Seller's 1992 Dodge Caravan and 1995 Dodge Caravan and in any event not to exceed (without the consent of Buyer) $55,000. (b) Except as specifically assumed by Buyer pursuant to the immediately preceding sentence, Buyer shall not assume or have any liability with respect to any other obligation or liability of Seller, whether absolute, accrued, contingent or otherwise, and whether due or to become due (the "Excluded Liabilities"). Without limiting the previous sentence, the parties acknowledge that Buyer shall specifically not assume, in addition to all other Excluded Liabilities, any liability for Taxes payable by Seller or any liability for any legal, accounting or other fees or expenses incurred by Seller in connection with the negotiation and execution of this Agreement or any related agreement. The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith with any third party any of the Assumed Liabilities. (c) Buyer acknowledges that it shall pay all obligations, including Taxes (other than any such taxes referred to in Section 2.9), incurred by Buyer following the date of the Closing Balance Sheet and until the Closing Date)Closing.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of The “Assumed Liabilities” are solely the following Liabilities relating to or arising out of Seller Groupthe Business or the Purchased Assets: (a) all Liabilities to the extent reflected or reserved for (and solely to the extent of the amount so reflected or reserved) on the Most Recent Balance Sheet and any Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Balance Sheet (including, other than in each case, trade payables arising out of any purchases by the Business from Sellers’ semiconductor fabrication plant in Richardson, Texas (“R▇▇▇▇▇▇▇▇▇”), Sellers’ fabrication operations in Plant 1 and Plant 4 in Freeport, Illinois which provide stamped parts, machined parts and plating parts (“NW Illinois”), or Sellers’ assembly plant operating as “Honeywell Optoelectronica S. de R.▇. de C.V.” in Juarez, Mexico (“Juarez”) solely to the extent reflected in the Final Net Working Capital), none of which Liabilities since the date of the Most Recent Balance Sheet is a Liability for a breach of contract, breach of warranty, tort, infringement, claim, lawsuit or any of the Excluded Liabilities of the type described in Sections 2.5(a)(i) - (xv) (inclusive), except to the extent paid or discharged in the ordinary course of business since the date of the Most Recent Balance Sheet; (b) all Liabilities constituting obligations to perform under, or related to breaches or defaults arising under or relating to, any (i) Material Contract set forth on Section 2.4(b) of the Disclosure Schedule, (ii) Purchased Contract which is not a Material Contract, (iii) Purchased Contract which is a Material Contract, to the extent such Contract was Made Available in sections III.F, VI.B.2.b, VI.B.2.c, VI.B.2.f, VI.B.2.l, VI.B.2.o or VIII.A.2 of the datasite to Purchaser prior to the date hereof, but reference to which was omitted from the Section 4.13(a) of the Disclosure Schedule, (iv) Purchased Contracts that are entered into by any Seller during the period commencing on the date hereof and ending on the Closing Date in compliance with Section 6.1 and (v) other Purchased Contract which is a Material Contract as to which Purchaser has agreed in writing to specifically assume the benefits and obligations of such Contract after the Sellers provide Purchaser with written notice of the existence of, and a complete and accurate copy of, such Purchased Contract (each such Contract in clauses (iv) and (v) above, a “Post-Signing Assumed Contract”), and in the case of clause (v) above, in the event (A) Purchaser does not agree in writing within ten (10) business days following such written notice to specifically assume the Liabilities relating to any such Contract or (B) a Purchaser Indemnified Party asserts any Liability, including any indemnification claim, against any Seller in respect of such Contract prior to the expiration of such ten (10) business day period, the Seller shall be fully entitled to terminate such Contract on whatever terms it deems appropriate at its sole expense; provided that if the Seller (x) does not have the right to terminate such Contract or (y) determines that it cannot terminate such Contract on commercially reasonable terms, then to the extent that and for so long as there are obligations required under such Contract that can, using commercially reasonable efforts, be performed by Purchaser and cannot, using commercially reasonable efforts, be performed by Seller, Purchaser shall use commercially reasonable efforts to perform such obligations for the benefit of the Seller (at Purchaser’s fully loaded actual cost which will be fully reimbursed by Seller); (c) all Products Liability Claims and Ordinary Course Warranty Obligations arising out of or relating to (i) the products of the Business set forth on Section 2.4(c) of the Disclosure Schedule (other than Liabilities arising out of any matters set forth on Sections 4.9 and 4.20 of the Disclosure Schedule) and (ii) the products of the Business that were not set forth on Section 2.4(c) of the Disclosure Schedule as to which Purchaser has agreed in writing to specifically assume the benefits and obligations relating to such product after the Sellers provide Purchaser with written notice of the existence of such product (each such product a “Post-Signing Assumed Product”), and in the case of clause (ii), in the event (A) Purchaser does not agree in writing within ten (10) business days following such written notice to specifically assume the benefits and obligations relating to any such product of the Business that was not set forth on Section 2.4(c) of the Disclosure Schedule or (B) a Purchaser Indemnified Party asserts any Liability, including any indemnification claim, against any Seller in respect of such product prior to the expiration of such ten (10) business-day period, Purchaser shall (x) promptly cease manufacture and sale of such product and (y) transfer such product, together with all rights solely related to such product (including by (1) the transfer of all Intellectual Property rights solely related to such product to Sellers and (2) the delivery of a non-exclusive license to Sellers of all Intellectual Property rights related (but not solely related) to such product for use in the manufacture and sale thereof) in accordance with Section 6.7 hereof; (d) all Liabilities arising out of or relating to any claims made by any Transferred Employees (including claims relating to service or employment or termination) to the extent such Liabilities (i) are expressly assumed by Purchaser under Section 6.10, (ii) arise from pre-Closing actions taken (or any failure to act) by other Transferred Employees where such actions (or failures to act) were in conflict with or derogation of policies or practices of the Sellers, or (iii) arise from the Sellers’ policies or practices (A) applicable solely to employees of the Business, or (B) which the Sellers at the time of execution of this Agreement had no reason to know are unlawful; (e) all Liabilities arising under or relating to Environmental Laws with respect to New Conditions or the Exacerbation of Pre Existing Conditions (collectively, the “Assumed Environmental Liabilities”):); 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group(f) all Liabilities arising out of or relating to any Acquired Intellectual Property, including all trade accounts payable representing amounts payable with respect to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Dateany infringement thereby or misappropriation relating thereto; 2.4.2. All (g) all Liabilities with respect to Taxes for which the Transferred Employees, including, without limitation, Sellers are not responsible pursuant to Section 8.4; and (h) all Liabilities of the Sellers arising out of or relating to any non-compliance or alleged non-compliance of the Business with applicable Laws; provided that such non-compliance or alleged non-compliance (i) all past obligations relates solely to the operations of the Seller toward Business and not also to any other operations or businesses of the Transferred Employees; Sellers (it being understood that (X) the fact that a particular non-compliance or alleged non-compliance of the Business occurs in connection with sales, purchases or other business interaction between the Business, on the one hand, and HTT, R▇▇▇▇▇▇▇▇▇, ▇▇ Illinois and/or Juarez, on the other hand, or (Y) if the Business has not complied with a particular applicable Law, the fact that another operation or business of the Sellers has at some point failed or was alleged to have failed to comply with the same Law (where such other non-compliance or alleged non-compliance is not otherwise related to, connected with, or otherwise based on the same facts or circumstances as the non-compliance by the Business), in either case will not in and of itself mean that such non-compliance of the Business “relates also” to any other operations or businesses of the Sellers), (ii) all ongoing obligations toward is not (A) committed, implemented or directed by any current or former directors, officers, or employees of the Sellers (other than Transferred Employees following their transfer to Employees) or (B) affirmatively approved or condoned by any of the Buyer; foregoing persons (other than Transferred Employees) where such non-compliance or alleged non-compliance occurred or continued after such person had actual knowledge of such non-compliance or alleged non-compliance, and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable does not relate to Laws which are applicable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct Sellers’ ownership and control of the Business and reflected in rather than the Closing Balance Sheet (subject to updates resulting from the ordinary course operations of the Business following itself (such as applicable securities laws and Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable U.S. federal or state or non-U.S. Laws); it being understood that this subsection (h) shall not be deemed to limit or expand the date scope of any of the Closing Balance Sheet and until the Closing Date)Assumed Liabilities contained in subsections (c) through (g) (inclusive) of this Section 2.4.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as (a) As of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assumeassume and pay, perform and discharge in a timely manner according to their terms only the following Liabilities of each Domestic Seller Company (the "Assumed Liabilities"): (i) Liabilities arising under the Assigned Contracts from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Closing Date; 2.4.2. All (ii) Liabilities with respect to set forth on the Transferred EmployeesEstimated Statement, as revised by the Closing Date Statement, including, without limitation, (itrade account payables, payroll, accrued vacation pay or other paid time off obligations, 401(k) all past obligations matching contributions and other accruals and other current Liabilities arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Closing Date; (iii) Liabilities related to any warranty claims by such Domestic Seller toward Company's customers with respect to work performed or Software licensed by such Domestic Seller Company prior to the Transferred Employees; Closing Date pursuant to any of the Assigned Contracts (ii) all ongoing obligations toward the Transferred Employees following their transfer "Domestic Seller Companies Warranty Liabilities"), subject to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date's rights under ARTICLE VIII hereof; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date(iv) Liabilities related to Continuing Domestic Employees set forth in Section 5.06; 2.4.4. All (v) Liabilities attributable for Periodic Taxes made payable by Buyer pursuant to Section 5.06 for Taxes with respect to the Acquired Assets for any Post-Closing Period and, with respect to Straddle Periods, that are allocable pursuant to Section 5.06 to the exception portion of such period beginning on the Excluded LiabilitiesClosing Date; (vi) Liabilities under any Plant Closing Law that arise out of actions by Buyer after the Closing Date or a breach of this Agreement by Buyer; and 2.4.5. All other Liabilities related (vii) Other Liabilities, if any, listed on Schedule 2.03(a). (b) Notwithstanding anything contained in this Agreement to the conduct contrary, except as expressly set forth in Section 2.03(a) above, Buyer shall not assume or become liable or obligated in any way, and each Domestic Seller Company shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of such Domestic Seller Company, including all of the Business and reflected in following (collectively, the "Excluded Liabilities"): (i) Liabilities under any Excluded Contracts; (ii) Except Domestic Seller Company Warranty Liabilities, Liabilities arising under any Assigned Contracts that relate to the time period prior to the Closing Balance Sheet (subject Date or arise out of events occurring prior to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date); (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Except as set forth in Section 5.06, any Liabilities under any Employee Benefit Plan, including, without limitation, any obligation of such Domestic Seller Company to any persons under so-called phantom stock or interest plans, including, but not limited to, the Zeon Solutions Incorporated 2011 Phantom Stock Plan; (v) Any Liabilities for severance payments or other payments incurred as a result of the termination of the employment of any employee or independent contractor of such Domestic Seller Company who is not a Continuing Domestic Employee or Continuing Domestic Independent Contractor; (vi) Any Liabilities for Taxes (A) of such Domestic Seller Company for all taxable periods or portions thereof ending on or before the day immediately prior to the Closing Date, other than such Taxes as are made payable by Buyer pursuant to Section 5.08, (B) which may be applicable to the Business or the Acquired Assets for any taxable period or portion thereof ending on or before the day immediately prior to the Closing Date and for any taxable period beginning before and ending after the Closing Date to the extent allocable pursuant to Section 5.08 to the portion of such taxable period ending on the day immediately prior to the Closing Date, (C) of such Domestic Seller Company for Taxes arising in connection with the consummation of the transactions contemplated hereby, other than such Taxes as are made payable by Buyer pursuant to Section 5.08 or (D) for which such Domestic Seller Company is responsible pursuant to Section 5.08; and (vii) Any Liability of such Domestic Seller Company incurred as a result of legal proceedings set forth on Schedule 3.11.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions set forth in of this Agreement, as of on the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assumedeliver to the ▇▇▇▇▇▇ Entities an undertaking and assumption, in a form reasonably acceptable to the ▇▇▇▇▇▇ Entities, pursuant to which Buyer shall assume and be obligated for, and from shall agree to pay, perform and discharge in accordance with their terms, the following obligations and liabilities of the ▇▇▇▇▇▇ Entities (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) All liabilities and obligations under Environmental Laws related to, associated with or arising out of (in each case provided that any condition giving rise to such liability or obligation did not exist prior to the Closing and excluding all liabilities and obligations arising out of or caused by the ▇▇▇▇▇▇ Entities’ actions prior to the Closing) (A) the occupancy, operation, use or control of any of the Real Property after the Closing or (B) the operation of the Business by Buyer after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, any Release or storage of any Hazardous Materials on, at or from (1) any such real property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Hazardous Materials generated by the Business were sent after the Closing; (ii) All liabilities and obligations that accrue after the Closing under the Governmental Permits, Station Licenses, Real Property Leases, Personal Property Leases, Station Agreements, and the other Purchased Assets assigned to and assumed by Buyer at Closing; and (iii) All liabilities and obligations that arise with respect to events occurring after the Closing relating to the operation of the Stations, the Business and ownership of the Purchased Assets by Buyer. All of the foregoing to be assumed by Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Buyer shall not assume or be obligated for any, and the ▇▇▇▇▇▇ Entities shall solely retain, pay, perform, defend and discharge all, liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) or under the TBA and, notwithstanding anything to the contrary in Section 2.3(a), including, without limitation the following (herein referred to as “Excluded Liabilities”): (i) all past All liabilities and obligations arising or relating to events prior to the Closing in connection with the operation of the Seller toward Stations, the Transferred Employees; Business and the ownership of the Purchased Assets; (ii) all ongoing obligations toward Any Taxes which arise from the Transferred Employees following their transfer operation of the Stations, the Business or the ownership of the Purchased Assets for periods or portions of periods that end on or prior to the Adjustment Time, other than any such liabilities and obligations for Taxes in respect of which, and only to the extent that, an adjustment is made to the Purchase Price in favor of Buyer pursuant to Section 2.11, which are included in the Assumed Liabilities; (iii) Any liability or obligation in respect of indebtedness for borrowed money or any intercompany payable of the ▇▇▇▇▇▇ Entities or any of their Affiliates; (iv) Except to the extent caused by the negligent acts or omissions of Buyer, all liabilities and obligations under Environmental Laws related to, associated with or arising out of (A) the occupancy, operation, use or control of any of the Real Property at any time or by any party prior to the Closing or (B) the operation of the Business prior to the Closing, including, without limitation, any Release or storage of any Hazardous Materials prior to the Closing on, at or from (1) any such real property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Hazardous Materials generated by the Business were sent prior to the Closing; (v) Any liabilities or obligations, whenever arising (i) related to, associated with or arising out of (A) any pension, profit sharing, retirement, health and welfare employee benefit plan or other employee benefit plan, program or arrangement of the ▇▇▇▇▇▇ Entities providing any of the benefits described in 3(1) or 3(2) of ERISA, (B) any collective bargaining agreement (including without limitation item 1 on Schedule 3.16); and (iiiC) all Claims any agreement, arrangement, or practice, whether written or oral, for employment, consulting, severance, vacation, retirement, post-retirement, bonus, stay bonus, deferred compensation, cash- or stock-based, incentive compensation, stock ownership, stock options, stock appreciation rights, stock purchase rights, phantom stock rights, insurance, worker’s compensation, disability, unemployment, medical, or other benefit, including any agreement, arrangement, or practice relating to accrued salary, payroll and wages, overtime rates, accrued sick pay, accrued comp. time, accrued vacation, and the proper classification of individuals providing services to the ▇▇▇▇▇▇ Entities or the Stations as independent contractors or employees, as the case may be; and (ii) relating to any current, former or retired employees, including but not limited to those plans, programs or arrangements listed in Schedule 3.21, the obligation to provide continuation coverage as defined in Section 4980B of the Transferred Employees Code (“COBRA Coverage”) to any employee of the ▇▇▇▇▇▇ Entities or any of their Affiliates arising from their prior to or as of Closing, the obligation to provide notice or payment in lieu of notice or any applicable penalties under the Workers Adjustment and Retaining Notification Act or any similar state or local law, any claim of an unfair labor practice, any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation; (vi) Any costs and expenses incurred by the ▇▇▇▇▇▇ Entities incident to the negotiation and preparation of this Agreement or the TBA and the ▇▇▇▇▇▇ Entities’ performance and compliance with the Selleragreements and conditions contained herein or therein; (vii) Any of the ▇▇▇▇▇▇ Entities’ liabilities or obligations under this Agreement, the TBA or any of the ▇▇▇▇▇▇ Ancillary Agreements; (viii) Any liabilities or obligations to be paid or performed after the Closing in connection with the operation of the Stations, the Business and the ownership of the Purchased Assets, to the extent such liabilities and obligations, but for a breach or default, would have been paid, performed or otherwise discharged prior to the Closing or to the extent the same arise out of any such breach or default (unless such breach or default is caused by Buyer’s action or failure to perform as required by the TBA); (ix) Any liabilities or obligations relating to the Excluded Assets; (x) Any liabilities or obligations arising out of or relating to the employment of employees or independent contractors of the Stations or the Business through the Closing, including, without limitation, accrued salary, payroll and wages, accrued sick pay, accrued commissions, accrued “comp” time, accrued vacation time, and the proper classification of individuals providing services to the ▇▇▇▇▇▇ Entities as independent contractors or as employees, as the case may be; (xi) Any obligations or liabilities relating to or arising out of any claims, litigation proceedings or Administrative Violations to the extent relating to actions of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent ▇▇▇▇▇▇ Entities or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in on or prior to the Closing Balance Sheet Closing; (subject xii) Any obligations or liabilities relating to updates resulting from the ordinary course or arising out of the employment and/or termination of employees employed at the Stations or in connection with the Business following through the date Closing; and (xiii) Any obligations or liabilities arising out of or in connection with any contracts not assumed by Buyer under this Agreement or the Closing Balance Sheet and until the Closing Date)TBA.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of At the Closing), Buyer the Company shall assume, and shall agree to pay, perform and discharge according to their respective terms (if any), the following (and only the following) liabilities and obligations of IMS and its Affiliates arising primarily from or related primarily to the Contributed CD Business, and no other liabilities or obligations of IMS or its Affiliates (liabilities to be assumed by the Company pursuant to this Section 1.4 being collectively referred to as the "Assumed Liabilities"): (i) all obligations of IMS or its Affiliates under the Business Contracts (other than Excluded Contracts) that are part of the Contributed CD Business that, by the terms of such Business Contracts, arise after the ClosingClosing Date, Buyer shall payrelate to periods following the Closing Date and are to be observed, discharge when duepaid, discharged, or performed, as the case may be, in each case at any time after the Closing Date; (ii) all unpaid liabilities and performobligations, all including trade accounts payable, of the following Liabilities Contributed CD Business (but excluding all payables to IMS or any of Seller Groupits Affiliates), incurred in the Ordinary Course of Business and other than similar current liabilities of the Excluded Liabilities Contributed CD Business as may be included in the calculation of Working Capital under Section 1.7 hereof (collectively, the “"Assumed Liabilities”):Accounts Payable"); 2.4.1. All trade accounts payable (iii) any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and accrued expenses incurred promotional commitments arising from any product line produced or sold by Seller Groupthe Contributed CD Business that has not been discontinued prior to the date hereof; (iv) any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line that has been discontinued prior to the date hereof by the Contributed CD Business, only to the extent of any contingency reserve related thereto on the Closing Date Balance Sheet; (v) any liability, obligation or expense of any kind or nature relating to Taxes (other than corporate Taxes based upon the income of such entity), including all trade accounts payable representing amounts payable sales and value added taxes, owed by IMS or any of its Affiliates (including any contractual liability with respect to suppliers Taxes of another Person) arising from the conduct of the Contributed CD Business, to the extent directly as included in the calculation of Working Capital under Section 1.7; provided that Transfer Taxes and Apportioned Obligations shall be paid in the manner set forth in Sections 5.2 and 5.3 hereof; (vi) except as set forth in Section 1.4(vi) of the Disclosure Schedule and with respect to any matter involving Taxes, any liability, obligation, cost or expense of IMS or any of its Affiliates arising out of or relating to any investigation, claim, action, suit, complaint, dispute, audit, demand, litigation or judicial, administrative or arbitration proceeding (collectively, "Legal Proceeding") as and to the extent it arose or arises from the Contributed CD Business to which IMS or any of its Affiliates is or was a party whether it relates to any time prior to, at or after the Closing (regardless of whether the Legal Proceeding is commenced before or after the Closing), and any contingency reserve related thereto; (vii) upon hiring of a Transferred Employee by the Company or a Subsidiary of the Company, any liability or obligation with respect to such Transferred Employee including all liabilities for accrued vacation pay, excluding any pension or similar liabilities; (viii) any liability, obligation or expense arising from the Business Contributed Intellectual Property after the Closing Date; and (ix) any liability or obligation arising from the conduct of the Contributed CD Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon If the Closing occurs, each Seller and Purchaser agree as follows: (a) Except for the Lawsuit Liabilities, Purchaser hereby assumes and agrees to pay, perform and discharge all liabilities and obligations that are attributable to the ownership or operation of the Assets on or after the Closing Date (the "Assumed Obligations"), (b) Subject to the terms and subject to the conditions set forth in this Agreementof Article XII, as of the Signing Date (but subject to the consummation of the Closing), Buyer which shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities control with respect to the Transferred Employeestax matters covered thereby, and Section 10.3(d), which shall control with respect to the matters covered thereby, Purchaser agrees to indemnify, defend and hold harmless Seller and its agents and representatives (the 'Seller Indemnified Parties") from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees, but excluding any amounts reimbursed from third party insurance) (collectively, "Losses") that are attributable to (i) all past obligations the Assumed Obligations, (ii) a breach by Purchaser of its representations, warranties, covenants and agreements here under, (iii) the ownership or operation of the Assets on or after the Closing Date, in each case without regard to the sole, partial or concurrent negligence of the Seller toward Indemnified Parties or (iv) Losses resulting from or attributable to the Transferred Employees; failure of Seller, other than by breach of Section 5.2, to obtain the consent of a third party to the assignment and conveyance of any Asset to Purchaser, (c) Subject to the terms of Article XII, which shall control with respect to the tax matters covered thereby, and the terms of Section 10.3(d), which shall control with respect to the matters covered thereby, Seller agrees to indemnify, defend and hold harmless Purchaser and its agents and representatives (the "Purchaser Indemnified Parties") from and against any and all Losses that are attributable to (i) a breach by any Seller of its representations, warranties, covenants and agreements hereunder, (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and Lawsuit Liabilities, or (iii) all Claims the ownership or operation of the Transferred Employees Assets before the Closing Date (other than any matter with respect to which Purchaser has agreed to indemnify, defend and hold harmless Seller pursuant to clause (b) above), in each case without regard to the sole, partial or concurrent negligence of the Purchaser Indemnified Parties; (d) With respect to any claims made after the Closing Date (whether brought by Purchaser, its Affiliates, third parties or governmental entities or authorities) that involve damage to property, environmental matters (including environmental remediation and restoration costs), injury to or death of persons, or fines or penalties relating to the foregoing and are attributable to the condition of the Assets on the Closing Date ("Property Condition Claims"), Seller and Purchaser agree as follows: (i) Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Losses arising from their employment with out of any Property Condition Claims, to the Sellerextent such Losses accrued prior to the Closing Date and are attributable to the violation of any environmental or other laws or regulations in effect on the Closing Date (including, as to environmental laws and regulations in effect on the Closing Date, any such laws or regulations that, as of the Signing Closing Date; 2.4.3. All Liabilities, other than trade accounts payable establish final, specific and accrued expenses of the Seller Group, whether fixed, contingent identifiable compliance standards that will become effective on or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date); and (ii) Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Losses arising out of any Property Condition Claims to the extent that such Losses are not covered by the indemnification by Seller set forth in clause (i) preceding; (by way of example, if a release of a hazardous substance in violation of applicable law commences prior to the Closing Date and continues thereafter, and such release results in a Property Condition Claim, Seller would be liable for all Losses resulting from such Property Condition Claim relating to releases occurring prior to the Closing Date and Purchaser would be liable for all Losses relating to releases occurring after the Closing Date); (e) The indemnity, defense and hold harmless obligations set forth in Sections 10.3(b), (c) and (d) above shall not apply to (i) any amount that was taken into account as an adjustment to the Purchase Price pursuant to the provisions here of, and (ii) either party's costs and expenses with respect to the negotiation and consummation of this Agreement and the transactions contemplated hereby; (f) Upon request of Seller, Purchaser agrees to execute and deliver specific assumption agreements with respect to the Assumed Obligations; and (g) The party making a claim under this Section 10.3 is hereinafter referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Section 10.3 is hereinafter referred to as the "Indemnifying Party." All claims by any Indemnified Party under this Section 10.3 shall be asserted and resolved as follows: (i) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to 18 the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"); provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel to represent the Indemnified Party and any others the Indemnifying Party may designate in connection with such claim or demand (to the extent they are covered by the Indemnifying Party's indemnity) and shall pay the fees and disbursements of such counsel with regard thereto; provided, however, that any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party designating such counsel to retain counsel (but Indemnified Party shall promptly notify the Indemnifying Party that the Indemnified Party has retained such counsel) whose reasonable fees and expenses shall be at the expense of the Indemnifying Party to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party, whereupon the Indemnifying Party's counsel shall be substituted for the counsel of the Indemnified Party. In the event that an Indemnifying Party shall retain counsel as provided above, the Indemnified Party shall have the right to retain its own counsel but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (B) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one such firm for all such Indemnified Parties. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross-complaint against any person. No claim or demand may be settled by the Indemnifying Party without the consent of the Indemnified Party, which consent will not be unreasonably withheld. To the extent it shall be determined that the Indemnified Party shall not be entitled to indemnification pursuant to this Section 10.3, then the Indemnified Party shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party to or on behalf of the indemnified Party with respect to such matters pursuant to this Section 10.3. Notwithstanding the above, but without affecting any rights of Purchaser to proceed separately against Seller under this Agreement, unless required to do so, Purchaser shall not join any of the Sellers as a third party defendant to any action solely by reason of Seller's indemnity of Purchaser here under for any breach of Seller's representations hereunder. (ii) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall as promptly as practical send a Claim Notice with respect to such claim to the Indemnifying Party; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. If the claim constitutes a Property Condition Claim and is brought by Purchaser, upon receipt of Purchaser's Claim Notice, Seller shall have the option of either (A) assuming the responsibility of performing operations necessary to bring the condition in compliance with applicable law ("Corrective Operations") or (B) electing not to do so, in which event Purchaser shall perform such operations. In either case the responsibility for such operation shall be allocated to the parties in accordance with the terms of Section 10.3(d). Should Seller fail to respond within 20 Business Days after receipt of Purchaser's Claim Notice, it shall be deemed to have elected not to assume such operation. Should Seller elect to perform such Corrective Operations, it shall promptly commence Corrective Operations and continue the same with diligence until the necessary Corrective Operations have been completed. Should any undue delay by Seller either in the commencement of the Corrective Operations (or in the continuation of the Corrective Operations once commenced) cause a deterioration or other increase in the scope of the Property Condition, any increased costs resulting from such undue delay shall be the responsibility of Seller. Any party performing Corrective Operations under the provisions of the preceding paragraph (a "Performing Party") shall provide the other party with reasonably detailed statements concerning the costs of such Corrective Operations and the costs thereof that it allocates to such party. The party receiving such notice shall as promptly as possible, but in no event more than 15 Business Days after receipt of such statement, pay the amount noted, unless it disputes in good faith its responsibility for the amounts asserted to be due, in which case it shall promptly provide a reasonably detailed explanation of what portion of the invoiced amount it is contesting and the reasons therefor, and shall make payment to the Performing Party for any uncontested amounts. (iii) In the event that either party, acting in the normal course of its business, pays any cost or expense for which it is indemnified by the other party hereunder, the paying party shall provide proof satisfactory to the other party of the payment of such cost or expense, whereupon the Indemnifying Party shall reimburse the paying party for such cost or expense, provided, however, that the Indemnifying Party shall not be obligated to so reimburse the paying party to the extent that (A) the Indemnifying Party in good faith disputes its liability to the third party in question for such cost or expenses, (B) the third party in question withholds its agreement to regard the paying party payment as a full discharge and satisfaction of the cost or expense, or (C) the Indemnifying Party makes a payment of such cost or expense directly to the third party in question.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date Closing Date, the Acquiror agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "ASSUMED LIABILITIES"): (i) all Liabilities of Seller or any of its Subsidiaries under the Assumed Contracts (in the case of an Assumed Contract requiring third party consent to assignment, where such consent has been obtained), but subject only to the consummation extent such Liabilities arise from any event, circumstance or condition occurring after the Closing; (ii) all Liabilities with respect to the Evamist Governmental Permits that are Purchased Assets to the extent relating to the operation or conduct of the Closing), Buyer shall assume, and Evamist Business by or on the behalf of the Acquiror from and after the Closing, Buyer excluding the Evamist NDA; (iii) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including Evamist) or the ownership, sale or lease of any of the Purchased Assets attributable to the Post-Closing Tax Period, other than the Excluded Tax Liabilities; (iv) and (v) all Liabilities after the Closing Date arising out of or related to the Acquiror's ownership of the Purchased Assets and operation and conduct of the Evamist Business by or for the benefit of the Acquiror. (b) Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, the Seller shall pay, discharge when due, and perform, retain all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”"EXCLUDED LIABILITIES"): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations accounts payable and other similar Liabilities of the Seller toward and its Subsidiaries, excluding fifty percent (50%) of the Transferred Employees; payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; (ii) all ongoing obligations toward any Liability incurred by the Transferred Employees following their transfer to the Buyer; and Seller in accordance with Section 8.5 in obtaining Evamist NDA ----------- Approval; (iii) any Liability of Seller or any of its Subsidiaries, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Subsidiaries is or has been a member, for Taxes and any liabilities for Taxes attributable to the Purchased Assets for any Pre-Closing Tax Period ("EXCLUDED TAX LIABILITY"); (iv) all Claims Liabilities of the Transferred Employees Seller and its Subsidiaries arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property or any other claim related to the Purchased Assets or the Evamist Business arising prior to the Closing (including all proceedings relating to any such Liabilities); (v) all Liabilities of the Seller and its Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Evamist manufactured, transferred or sold prior to the Closing, which are claimed prior to, on or after the Closing Date; (vi) all Liabilities of the Seller and its Subsidiaries with respect to any litigation or other claims related to the Evamist Business or Purchased Assets to the extent arising from their employment with any event, circumstance or condition occurring or alleged to have occurred prior to the Closing; (vii) any Liability of the Seller related to any product or service of the Seller or any of its Subsidiaries other than Evamist or the operation or conduct by the Seller or any of its Subsidiaries of any business other than the Evamist Business; (viii) any Liability or obligation of Seller or any of its Subsidiaries (A) arising out of any actual or alleged breach by Seller or any of its Subsidiaries of, or nonperformance by Seller or any of its Subsidiaries under, any Assumed Contract prior to the Closing or (B) accruing under any Assumed Contract prior to the Closing; (ix) any Liability of the Seller to the extent arising out of (i) any suit, action or proceeding pending or, to the Knowledge of the Seller, threatened as of the Signing DateClosing, with respect to claims which arise from facts, events or circumstances occurring prior to the Closing, or (ii) any actual or alleged violation by the Seller or any of its Affiliates of any Law applicable to the Seller or any of its Affiliates; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses (x) any Liability of the Seller Group, whether fixed, contingent or otherwise that relates to any Excluded Asset; (xi) any Liability of Seller Groupor any of its Subsidiaries or ERISA Affiliates under or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other employee plans or benefits of any kind, in each case, which Seller or any Subsidiary or ERISA Affiliate has entered into, maintains or administers or has maintained or administered, to which Seller or any Subsidiary or ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under all Assigned Contracts, accruing from or with respect to which Seller or any ERISA Affiliate has or may have any Liability and after (B) any actual or alleged violation by the Signing DateSeller or any of its Affiliates of any equal employment or employment discrimination laws; 2.4.4. All Liabilities attributable (xii) any Liability under Environmental Laws arising out of or relating to the Acquired Assets with the exception operation or conduct of the Excluded LiabilitiesEvamist Business or the use or ownership of the Purchased Assets in the Evamist Territory, in each case, before the Closing; (xiii) any Liability of the Seller to any of its Affiliates; and 2.4.5. All (xiv) any other Liabilities related Liability of Seller or any of its Subsidiaries or Affiliates that is not specifically listed as an Assumed Liability under Section 3.1(a) -------------- (including any Liability to the extent resulting from the ownership, use, operation or maintenance of the Purchased Assets by or on behalf of Seller prior to the Closing, or the operation or conduct of the Evamist Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course by or on behalf of the Business following Seller prior to the date of the Closing Balance Sheet and until the Closing DateClosing).

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assume, assume and from agree to pay and after the Closing, Buyer shall pay, discharge when due, and perform, all of perform only the following Liabilities of Seller Group, other than the Excluded Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): 2.4.1. All trade 2.3.1 The obligations of Seller arising under the Assigned Contracts after the Closing Date, other than the obligations arising from any breach of an Assigned Contract by Seller on or prior to the Closing Date or from Seller’s failure to pay any accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers outstanding under an Assigned Contract as of the Business, Closing Date that are not assumed by Buyer pursuant to Section 2.3.5; 2.3.2 All liabilities and obligations of Seller under or in respect of the Permits to the extent directly related to the conduct of period following the Business from and after the Signing Closing Date; 2.4.22.3.3 All returns of Products following the Closing Date with respect to Products sold or otherwise distributed prior to the Closing Date (i) from Wal-Mart which are returned solely as a result of Buyer, directly or indirectly, selling the Products to Wal-Mart during the [*] and (ii) from any other customer of Seller which are returned solely as a result of Buyer, directly * Certain information has been omitted and filed separately with the Commission. All Liabilities Confidential treatment has been requested with respect to the Transferred Employeesomitted portions. Execution Version or indirectly, includingselling the Products to such other customer [*]; and 2.3.4 All warranty claims (other than product liability claims, without limitation, (iwhich are governed by Section 2.3.5) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with or related to Products sold or otherwise distributed by or on behalf of Buyer after the Seller, as of the Signing Closing Date; 2.4.3. All Liabilities2.3.5 Any product liability claims arising from or related to Products manufactured, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent sold or otherwise distributed by or on behalf of Seller Group, under all Assigned Contracts, accruing from and Buyer after the Signing Closing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related 2.3.6 The obligations of Seller with respect to the conduct of sales promotions identified on Schedule 3.6.2 to the Business and reflected extent they are in effect on the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business Date or cover periods following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as (a) As of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assume, assume and from and after the Closing, Buyer shall undertake to pay, perform and discharge when due, and perform, all of according to their terms only the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of (i) Liabilities arising under the Business, to the extent directly related to the conduct of the Business Assigned Contracts from and after the Signing Closing Date; 2.4.2. All (ii) Liabilities with respect to reflected in the Transferred EmployeesEstimated Statement, as revised by the Closing Date Statement, including, without limitation, (iA) all past obligations of the Seller toward the Transferred Employees; (iitrade account payables, payroll related Taxes, 401(k) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; matching contributions and (iii) all Claims of the Transferred Employees other accruals arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date business that remain unpaid at and are not delinquent as of the Closing Balance Sheet Date, and until (B) the obligation to provide products or to perform services relating to ▇▇▇▇▇▇▇▇ in excess of costs or otherwise to be delivered or performed following the Closing; (iii) Liabilities related to any warranty claims by Seller’s customers with respect to work performed by Seller prior to the Closing Date pursuant to any of the Assigned Contracts (“Seller Warranty Liabilities”); and (iv) Liabilities listed on Schedule 2.03. (b) Except as expressly set forth in Section 2.03(a) above, Buyer shall not assume or become liable or obligated in any way, and Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of Seller, including, without limitation any of the following (collectively, the “Excluded Liabilities”): (i) Liabilities under any Contract other than the Assigned Contracts; (ii) Liabilities arising under the Assigned Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date); (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Any Liabilities relating to unpaid Taxes or to any Employee Benefit Plan or associated Contract.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after at the Closing, Buyer shall will assume, effective as of the Closing, and will thereafter pay, discharge when due, and perform, all of be responsible for and discharge or otherwise satisfy the following Liabilities of Seller Group, other than the Excluded Liabilities Sellers (collectively, the “Assumed Liabilities”): 2.4.1. All trade (a) all Liabilities to be performed under the Sold Contracts after the Closing (but not any Liability arising out of or in connection with any failure to pay, violation or breach of such Sold Contract occurring on or prior to the Closing Date); (b) all accounts and notes payable and other accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued operating expenses of the Seller GroupSellers, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting each case arising from the ordinary course operation of the Polymer Additive Business following prior to the date Closing, but only to the extent included as a Current Liability in the calculation of Closing Working Capital as determined pursuant to Section 3.02; and (c) all Liabilities relating to or arising out of the Sold Assets under Environmental Laws and relating to or arising out of Releases at, upon, under or migrating to or from the Facilities, except for Liabilities: (i) arising from any locations formerly owned, leased or operated by Sellers in connection with the Polymer Additives Business (for the avoidance of doubt, the Facilities will not constitute formerly owned, leased or operated property of Sellers for purposes of this provision), (ii) arising from any off-site locations to which Hazardous Materials generated by the Polymer Additives Business have been transported for treatment, storage, disposal, reclamation or 19 recycling prior to Closing Balance Sheet and until (for the avoidance of doubt, such locations will not include the Facilities), (iii) arising from any ISRA proceedings or cases commenced prior to the Closing DateDate or that are triggered by the transactions covered by this Agreement, (iv) arising from any Response Actions required of Solutia Inc. by the Hazardous and Solid Waste Amendments Permit No. NOD001700707 or related Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., or similar state corrective action proceedings as a result of Hazardous Materials Released on, at, under or migrating from the Bridgeport Facility prior to the Closing Date (the “Solutia Corrective Action”), (v) arising from or related to Hazardous Materials Released in the Environment prior to or present as of Closing on, at, under or migrating from the Sold Real Property at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Hills, Ohio for actions required under the RCRA Section 3008(h) Administrative Order on Consent entered into on September 29, 2011 by the U.S. Environmental Protection Agency and Ferro Corporation (U.S. EPA Docket No. RCRA-05-2011-0018) (“AOC”) and any Response Actions for Hazardous Materials Released in the Environment prior to or present as of Closing triggered as a result of activities, investigation or contamination found or uncovered as a result of work done pursuant to the AOC, and (vi) arising from or related to Hazardous Materials Released in the Environment by Ferro prior to or present as of Closing on, at, under or migrating from the property at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Road, Zachary, Louisiana.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, Effective as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall assume and agree to pay, perform and discharge when due, and perform, all of only the following Liabilities liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by ): (a) any liability of Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and be first performed or first coming due after the Signing Date; 2.4.2. All Liabilities with respect Closing Date under the Assumed Contracts (other than any liability arising out of or relating to the Transferred Employeesa breach or a product warranty claim that occurred or accrued prior to Closing or for amounts due or payable prior to Closing), including, without limitation, (i) any such liabilities for any unfulfilled customer commitments, quotations, purchase orders, or work orders to deliver products or services set forth on Schedule 1.3, and all past obligations trade accounts payable of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment third parties in connection with the Seller, Business that remain unpaid and are not delinquent as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Closing Date solely to the Acquired Assets with extent included in the exception calculation of Net Working Capital; (b) the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in current liabilities set forth on the Closing Balance Sheet to the extent taken into account in determining Net Working Capital; (subject c) those obligations of Seller with respect to updates resulting from the ordinary course accrued expenses incurred in the Ordinary Course of Business consistent with past practice that are not Excluded Liabilities and that are included in the calculation of the Net Working Capital; and (d) any liability, claim or obligation first arising after the Closing as a result of Buyer’s operation of the Business following or the date Assets. Notwithstanding the provisions of this Section 1.3 or any other provision of this Agreement or any Schedule or exhibit attached hereto and regardless of any disclosure to Buyer, Buyer shall not assume any Liabilities of Seller or any other Person other than the Closing Balance Sheet and until the Closing Date)Assumed Liabilities.

Assumption of Liabilities. Upon the terms and subject In addition to the conditions set forth in this Agreementpayment of the Purchase ------------------------- Price, as additional consideration for the purchase of the Signing Date (but subject to the consummation of the Closing)Purchased Assets, Buyer shall assume: (a) the liabilities of Seller listed on Schedule 1.4 hereto; ------------ and (b) the obligations of Seller under the Contracts and the Leases, and in each case arising from and accruing with respect to the operation of the Business after the ClosingClosing Date, Buyer except any Contracts or Leases included in the Retained Assets (the "Assumed Liabilities"). Seller shall pay, discharge when due, be responsible for all the obligations and perform, all of the following Liabilities liabilities of Seller Group, whether now existing or previously or hereafter incurred other than the Excluded Liabilities Assumed Liabilities, including but not be limited to (a) all taxes that result from or have accrued in connection with the operation of the Business prior to the Closing Date except to the extent any such liabilities are listed on Schedule 1.4; (b) liabilities and obligations ------------- arising under Contracts and Leases transferred to Buyer in accordance with this Agreement to the extent such liabilities and obligations arise during or relate to or have accrued in connection with any period prior to the Closing except to the extent any such liabilities are listed on Schedule 1.4; (c) all liabilities ------------ and obligations accruing with respect to the operation of the Business prior to the Closing except to the extent any such liabilities are listed on Schedule -------- 1.4; (d) all liabilities related to the Green Room Benefit Plans; and (e) all --- liabilities and obligations of Seller under this Agreement and any other agreement entered into in connection herewith (collectively, the “Assumed "Retained Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date").

Assumption of Liabilities. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and effective from and after the Closing, the Buyer shall (or shall cause its permitted assigns to), assume and pay, honor, perform and discharge when due, and perform, all of due the following Liabilities of Seller Groupthe Company and its Subsidiaries, and the Sold Companies and the Sold Subsidiaries shall retain the following Liabilities, in each case to the extent resulting from, arising out of, or relating to the Transferred Assets or the Business, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All (a) except as provided in Section 2.5(k), all Liabilities to the extent resulting from, arising out of, or relating to the Assumed Contract Obligations, Transferred IP Assets or the Leased Real Properties, with respect to conditions on, under, migrating to or from, or resulting from, arising out of or relating to the Leased Real Properties, in each case arising prior to, on, or after the Closing; (b) except as provided in Section 2.5(k), all Liabilities to the extent resulting from, arising out of, or relating to the operation of the Business or the ownership of the Transferred Assets, resulting from, arising out of, or relating to such operation of the Business or ownership of the Transferred Assets, in each case arising prior to, on, or after the Closing; (c) except as provided in Section 2.5(k), all Liabilities to the extent resulting from, arising out of, or relating to services provided by the Business, at any time prior to, on, or after the Closing, including all Liabilities and claims resulting from, arising out of or relating to refunds, repairs, replacements or other obligations under any services warranty; (d) all Liabilities to the extent resulting from, arising out of, or relating to accounts payable, trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts notes payable representing amounts payable to suppliers and other payables of the BusinessBusiness that are included as a Closing Working Capital Liability in the Closing Statements and reflected in the calculation of Closing Working Capital, in each case arising prior to, on, or after the Closing; (e) all Liabilities of the Asset Sellers for (i) Taxes to the extent directly related resulting from, arising out of, or relating to the conduct operation of the Business from or the ownership of the Transferred Assets, but in each case only to the extent such Taxes are attributable to a Post-Closing Tax Period or Post-Closing Straddle Period (such Taxes relating to such Straddle Period to be apportioned in accordance with the principles of Section 10.4(c)) and (ii) Transfer Taxes for which the Buyer is responsible pursuant to Section 10.4(d); (f) all Liabilities to the extent resulting from, arising out of, or relating to the Assumed Plans and the Multiemployer Plans, in each case arising prior to, on, or after the Signing DateClosing; 2.4.2. All (g) all Liabilities with respect to the extent resulting from, arising out of, or relating to (i) the Transferred EmployeesEmployees or the Former Employees (other than Liabilities resulting from, includingarising out of or relating any of Sellers’ Benefit Plans that is not an Assumed Plan or a Multiemployer Plan or Liabilities specifically retained by the Sellers under Article VI) and (ii) any Liability specifically assumed by the Buyer under Article VI; (h) all Liabilities to the extent resulting from, without limitationarising out of, or relating to Business Guarantees, in each case arising prior to, on, or after the Closing; (i) all past obligations of Liabilities to the Seller toward extent resulting from, arising out of, or relating to (i) any DCAA Liability arising prior to, on, or after the Transferred Employees; Closing or (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after at the Closing, Buyer shall assume and agree to pay, honor, perform and discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities due (collectively, the “"Assumed Liabilities”"): 2.4.1. All trade accounts payable and accrued expenses incurred by (a) all payment obligations of Seller Group, including under all trade accounts payable representing amounts payable to suppliers of the Business, severance agreements as set forth in Schedule 2.4(a) to the extent directly related such obligations arise by virtue of Buyer's discharge of any former employee of the Seller any time more than 60 days after the Closing; (b) all product warranty obligations of Seller relating to the conduct Business and identified on Schedule 2.4(b); (c) all liabilities and obligations of the Business Seller to be paid or performed from and after the Signing Date; 2.4.2. All Liabilities with respect Closing Date under or relating to the Transferred EmployeesContracts included among the Assets and set forth on Schedule 2.4(c) and which are validly assigned to Buyer, includingother than damages, without limitationpenalties or other like liabilities or obligations arising from or as a result of a breach of any contract by Seller or Seller's failure to satisfy any requirement which it was required to satisfy on or prior to the Closing; (d) all liabilities and obligations of Seller relating to or arising out of the operation of the Business in the ordinary course and reflected on the Closing Balance Sheet, (ie) all past liabilities and obligations of Seller relating to or arising out of cost overruns or adjustments to rates and factors used in pricing work performed or services provided to customers prior to the Seller toward the Transferred EmployeesClosing; (iif) all ongoing liabilities and obligations toward of Seller relating to or arising out of the Transferred Employees following their transfer to the Buyerlawsuits, claims or other matters described in Schedule 2.4(f); and (iiig) fifty percent (50%) of all Claims of other liabilities and obligations (other than Excluded Liabilities) relating to the Transferred Employees arising from their employment with Business or the Assets, which liabilities and obligations are not within the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected 's knowledge but which arose in the Closing Balance Sheet (subject to updates resulting from the ordinary course of business consistent with past practice and are not specifically set forth above (all of such other liabilities, the Business following the date of the Closing Balance Sheet and until the Closing Date"Other Liabilities").

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, as Purchaser assumes only the following liabilities of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities Selling Parties (collectively, the “Assumed Liabilities”): 2.4.1. All (a) all Liabilities of Sellers under the Purchased Contracts that arise out of or relate to the period from and after the Closing Date; (b) all trade accounts payable and accrued expenses (including payroll, Taxes related to payroll, sales commissions, bonuses, and similar payments, in each case accrued through the Closing Date) of Sellers that were both incurred by Seller Groupin the Ordinary Course of Business and are listed on Schedule 2.3(b); provided that, including for clarification, all trade accounts payable representing amounts such accrued expenses payable to suppliers Employees will be paid by Purchaser to Sellers, and then paid to Employees through Sellers’ payroll system in accordance with the Transition Services Agreement; (c) all Liabilities of Sellers under each of the Business, Real Property Leases that arise out of or relate to the extent directly related to the conduct of the Business period from and after the Signing Closing Date; 2.4.2. All (d) all Liabilities with respect of the Member under each of the Permits, bonds and guarantees listed on Schedule 2.3(d) (in each case that are not terminated, released or replaced at or before Closing by Purchaser) that arise out of or relate to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing period from and after the Signing Closing Date; 2.4.4. All (e) all Liabilities attributable in respect of any pending or threatened Legal Proceeding set forth Schedule 2.3(e); (f) all Liabilities in respect of any workers’ compensation claims against Sellers that relate to the Acquired Assets with period commencing on February 14, 2012 and ending on February 13, 2013, irrespective of whether such claims are made prior to or after the exception Closing; (g) all Liabilities of Sellers under each of the Excluded LiabilitiesVehicle Leases that arise out of or relate to the period from and after the Closing Date; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)h) Unpresented Checks.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from a) On and after the ClosingClosing Date, Buyer shall pay, Purchaser will assume and agree to perform and fully discharge when due, and perform, due all Liabilities of the following Company (i) solely related to or solely arising from or in connection with the Assets or the Business and (ii) in the case of any Liabilities of Seller Group, related to or arising partly from or in connection with the Assets or the Business and partly from any other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers assets or business of the BusinessCompany, to the extent directly related such Liabilities relate to or arise from or in connection with the Assets or the Business (in each case including, without limitation, any Claims and Damages arising from the assignment to Purchaser of any contract or other agreement pursuant to the conduct terms of the Business from and this Agreement), whether such Liabilities specified in clause (i) or (ii) are incurred or arising prior to, on, or after the Signing Closing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, those obligations of the Company to be assumed by Purchaser pursuant to Section 5.2 hereof, other than Retained Liabilities (collectively, the "Assumed Liabilities"). Except as set forth in this Section 1.3 and except as otherwise expressly provided in this Agreement, Purchaser will assume no other Liabilities of any kind of description of the Company. (b) Without limiting the generality of Section 1.3(a) hereof, and notwithstanding any other provision hereof, each of the following is a "Retained Liability" (except to the extent that it is a Liability that decreases Net Financial Assets): (i) all past obligations any of the Seller toward the Transferred Employees; Company's obligations hereunder; (ii) all ongoing obligations toward any Liability for federal, state or local income taxes of the Transferred Employees following their transfer Company, its stockholders and any other Person (other than payroll withholding taxes to the Buyer; and extent that they decrease Net Financial Assets, which shall constitute Assumed Liabilities); (iii) Corporate Office expenses other than those liabilities for certain Corporate Office Employees set forth in Section 5.2 hereof (all Claims of which shall constitute Assumed Liabilities); (iv) any Liability of the Transferred Employees Company arising from their employment with the Seller, as Indebtedness or any overdrafts on any bank accounts of the Signing DateCompany; 2.4.3. All Liabilities(v) any Liability assumed or to be assumed by Newco under the Contribution Agreement; (vi) except for the Company's obligations under a sharing agreement and sublease agreement in the form set forth as Exhibits F-1 and F-2 hereto, other than trade accounts payable and accrued expenses any of the Seller GroupCompany's obligations under the Contribution Agreement, whether fixedthe Maine Media Purchase Agreement, contingent the Adjustment Escrow Agreement or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing DateSecurity Escrow Agreement; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities(vii) any Liability for dividends; and 2.4.5. All other (viii) any Liabilities related relating to the conduct of the Business and reflected in the Closing Balance Sheet (subject current, former or inactive Corporate Office Employees that are not to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)be assumed by Purchaser pursuant to Section 5.2 hereof.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall assume, pay, perform and discharge when due, and perform, all in due course each of the following Liabilities of Seller GroupLiabilities, other than the Excluded Retained Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (a) all Liabilities (i) with respect to Business Employees and accrued expenses incurred by Seller GroupBusiness Contractors for which Buyer is responsible pursuant to Section 6.2, including all trade accounts payable representing amounts payable (ii) arising on, in connection with or after the Closing with respect to suppliers Business Employees (regardless of the Businesswhether such Business Employees become Buyer Employees, but only to the extent directly related to such Business Employees do not continue their employment with Seller following the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesClosing), including, without limitation, any notification, consultation, severance, termination or long service entitlement obligations with respect to such Business Employees with respect to any termination of employment occurring on or after the Closing, but excluding (x) any retention or change-of-control bonus payments that may become payable under the retention agreements listed under the heading “Employment Agreements, Retention Agreements and Miscellaneous” on Schedule 4.9(b) (provided, however, that any severance obligations under such retention agreements arising on, in connection with or after the Closing shall constitute an Assumed Liability) and (y) any payments, and reimbursement obligations relating thereto, set forth on Schedule 2.2(a), and (iii) with respect to the Seller Plans that are maintained or sponsored by the Transferred Entities (the “Transferred Entity Plans”) as set forth in Schedule 4.9(b). (b) all Liabilities for Taxes with respect to (i) all past obligations of the Seller toward Business (other than with respect to the Transferred Employees; Entities) or the Purchased Assets (other than those Taxes for which Seller is liable pursuant to Section 2.6 hereof and those Taxes included in Retained Liabilities), (ii) all ongoing obligations toward the Transferred Business Employees following their transfer to on or after the Buyer; Closing Date and (iii) all Claims Liabilities with respect to any Tax that may be imposed by any Governmental Authority or Taxing Authority on the ownership, sale, operation or use of the Business (other than with respect to the Transferred Employees arising from their employment with Entities) or the Seller, as of Purchased Assets on or after the Signing Closing Date; 2.4.3. All Liabilities(c) all Liabilities arising out of, other than trade relating to or in connection with any Claim involving or relating to the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock; (d) all accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable relating to the Acquired Assets with Business, the exception of Purchased Assets, the Excluded Liabilities; and 2.4.5. All other Liabilities related Transferred Entities or the Subsidiary Stock as set forth on Schedule 2.2(d) (unless settled in the ordinary course prior to the conduct of the Business Closing) and reflected those incurred in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following prior to the date Closing, such that Buyer assumes the accounts payable of the Business as of the Closing Balance Sheet and until Date; (e) without limiting Section 3.5, all Liabilities under the Closing Date)Assumed Contracts; (f) without limiting the generality of the foregoing, all Liabilities arising out of or relating to the ownership, sale, operation or use of the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock after the Closing; and (g) all Liabilities of Buyer under this Agreement. Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the Retained Liabilities.

Assumption of Liabilities. Upon 1.3.1 The only obligations and liabilities to be assumed by the terms Buyer in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are the obligations and subject liabilities specifically listed on SCHEDULE 1.3 and obligations and liabilities arising after the Effective Time, including obligations under executory contracts listed on SCHEDULE 1.3 arising after the Effective Time (provided such contracts are not in default and are assigned in writing by the Seller with the written consent of the other party or parties thereto, if necessary, and are delivered to the conditions set forth in this Agreement, as of the Signing Date (but subject Buyer on or prior to the consummation of the ClosingEffective Time), . 1.3.2 The Buyer shall assume, and from and after assume the Closing, Buyer shall pay, discharge when due, and perform, all of the following Assumed Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, pursuant to the extent directly related to Assignment and Assumption Agreement substantially in the conduct form of EXHIBIT B and the Business from Lease Assignment and after Assumption Agreement substantially in the Signing Date; 2.4.2. All Liabilities with respect to form of EXHIBIT C. The Seller shall remain liable for the Transferred Employees, including, without limitation, (i) payment of all past other liabilities and obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer which accrue prior or subsequent to the Buyer; Effective Time. Except for the Assumed Liabilities in the amount and to the extent provided in this Section 1.3 (iii) all Claims if such amount or extent is stated therein), the Buyer shall not assume or be responsible for any other liabilities or obligations which relate in any manner to the operation of the Transferred Employees arising Business prior to the Effective Time, and the Seller shall indemnify, defend, and hold the Buyer harmless from their employment all of such obligations and liabilities as set forth in Section 8.2 below. Operating expenses, including without limitation rent payable under real estate and equipment leases, staff commissions, unpaid vacation and holiday pay, and rebates to customers for which bills are received or payment became due after the Effective Time with respect to periods both prior to and after the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses Effective Date will be allocated to each of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Buyer on a pro-rata basis according to the Acquired Assets with the exception ratio of the Excluded Liabilitiespre- Effective Time days to post-Effective Time days; and 2.4.5. All other Liabilities related promptly upon receipt of notice from one party of amounts so allocated to the conduct of other, the Business and reflected in party to whom notice was directed shall remit full payment therefor to the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)other party.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreementherein, after the Initial Closing Date and each Subsequent Closing Date, as of the Signing Date (but subject to case may be, the consummation of the Closing), Buyer shall assume, and from and after satisfy or perform the Closing, Buyer shall pay, discharge when due, and perform, all Total Relevant Percentage of the following Liabilities of Seller Groupthe Required Sellers or the Remaining Sellers participating in such Closing, in each case, in respect of, or otherwise arising from the operation or use of the Acquired Assets, other than the Excluded Liabilities (collectively, as set forth in Section 2.4 below) (the “"Assumed Liabilities”): 2.4.1. All trade accounts payable "): (a) all Environmental Liabilities, other than those included in the Excluded Liabilities (as set forth in Section 2.4); (b) except as specifically provided in Section 2.4(u), all Liabilities under (i) the Material Contracts, Leases, Other Assigned Contracts, Emergency Preparedness Agreements and accrued expenses incurred by Seller Groupthe Transferable Permits in accordance with the terms thereof, including all trade accounts payable representing amounts payable to suppliers of the Businessexcept in each case, to the extent directly related such Liabilities relate to periods ending on or prior to such Closing Date, or to the conduct extent the same arise out of any breach or default by any Seller, and (ii) the Business from contracts, leases, commitments and after other agreements entered into by the Signing Date; 2.4.2. All Liabilities Sellers with respect to the Transferred EmployeesAcquired Assets during the Interim Period to the extent permitted by Section 5.3(a); (c) Liabilities in respect of or otherwise arising from those Permitted Encumbrances listed in Schedule 2.3(c) which accrue or arise after the Initial Closing Date and do not result from a default or failure to act under the Permitted Encumbrances by the Sellers prior to the Initial Closing Date; provided, includinghowever, without limitationPermitted Encumbrances as to which a Seller's liability terminates as a matter of law upon such Seller's sale of its interest in the Real Property shall not be Assumed Liabilities; (d) with respect to the Acquired Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Acquired Assets by the Sellers after such Closing Date, except for (i) all past obligations of any Income Taxes attributable to income received by the Seller toward the Transferred Employees; Sellers and (ii) all ongoing obligations toward the Transferred Employees following their transfer any Taxes allocable to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment Sellers in accordance with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, proration under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded LiabilitiesSection 2.9; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).-7-

Assumption of Liabilities. Upon The Buyer shall assume the terms following liabilities and subject obligations of the Seller relating to the conditions set forth in this Agreement, Business: (a) All liabilities and obligations of the Seller as of the Signing Closing Date (but subject to the consummation of the Closing)every kind or nature whatsoever, Buyer shall assumewhether known or unknown, liquidated or unliquidated, absolute or contingent, accrued or unaccrued, asserted or unasserted, and from and after whether, appearing on the ClosingMarch 27, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities 1998 Balance Sheet (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, as hereinafter defined) including, without limitation, all accounts payable to third parties, (iii) accrued expenses payable, (iii) commissions payable, (iv) sales tax payable which is not delinquent, and (v) other current liabilities, including, all those liabilities listed on Exhibit 5.1 (a) attached hereto, but excluding the Excluded Liabilities (as hereinafter defined); (b) all past liabilities and obligations arising on or after the Closing relating to the Purchased Assets; (c) broker fee payable to Southport Partners, L.P. in an amount not to exceed $200,000(the "Broker Fee"); and (d) to the extent it is determined that Seller shall be responsible for the payment of any additional expenses of a nature set forth in Schedule 7.1(a) hereof for liabilities incurred prior to the Closing Date, Buyer shall increase the Purchase Price (as set forth in Article 7 hereof) by such amount, such increase to be payable in cash. For convenience of reference, the liabilities and obligations of the Seller toward being assumed by the Transferred Employees; (ii) all ongoing obligations toward Buyer as aforesaid are hereinafter collectively called the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All "Assumed Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)."

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, will assume and perform, satisfy or perform all of the following Liabilities of Seller Groupin respect of, or otherwise arising from the ownership, operation or use of the Acquired Assets, (in each case other than the Excluded Liabilities as set forth in Section 2.4 below and other than Liabilities that are otherwise subject to indemnification by Seller pursuant to this Agreement), but in each case only to the extent expressly set forth below (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group(a) all Liabilities, including all trade accounts payable representing amounts payable to suppliers except Off Site Disposal Liabilities, for Remediation of the Businessany Environmental Conditions in existence prior to, to the extent directly related to the conduct of the Business from and on or after the Signing Closing Date; 2.4.2. All (b) all Liabilities under (i) the Assigned Contracts, the Transferred Permits and the Permit Applications (including but not limited to the obligation to provide, subject to the provisions of Section 5.19, performance and credit assurance) in accordance with the terms thereof and (ii) the Contracts entered into by or on behalf of Seller with respect to the Transferred Employees, including, without limitation, Acquired Assets during the Interim Period in accordance with Section 5.4 (iincluding Capital Commitments); (c) all past obligations of Liabilities relating to Transferred Employees and occurring after the Seller toward the applicable Transferred Employees; Employee’s Hiring Time; (iid) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise Liabilities of Seller Group, under all Assigned Contracts, accruing from directly and after the Signing Date; 2.4.4. All Liabilities attributable exclusively related to the Acquired Assets with from a violation of Law (other than any such violation which is an Excluded Liability); (e) all Liabilities to the exception extent arising from or relating to the operation or use of the Excluded LiabilitiesFacilities or Acquired Assets occurring on or after the Closing and any other Liability expressly assumed by Buyer under this Agreement; and 2.4.5. All other (f) all Liabilities related of Buyer (but not of Seller or its Affiliates) arising on or after Closing (i) under any regulatory order applicable to the conduct Acquired Assets or (ii) imposed on Buyer or the Acquired Assets in connection with any Buyer’s Required Consents. Notwithstanding anything to the contrary herein, nothing in this Section 2.3 shall limit or reduce any Buyer Indemnified Party’s rights to indemnification from Seller, or Seller’s obligations to indemnify the Buyer Indemnified Parties, pursuant to Section 9.1(a), including for any breach of the Business and reflected a representation or warranty of Seller contained in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Section 3.15.

Assumption of Liabilities. Upon Subject to the terms and subject conditions hereof, Purchaser shall, effective at the time of Closing, assume and agree to perform the conditions obligations of Seller set forth in clauses (a) through (g) below of this AgreementArticle 2, as of the Signing Date (but subject relating exclusively to the consummation of the Closing), Buyer shall assume, Business and which are to be performed from and after the Closing, Buyer shall pay, discharge when due, and perform, all of Closing Date (the following Liabilities "Assumed Liabilities"): (a) the performance obligations of Seller Groupor the Business under the Contracts, other than provided that such performance obligations shall specifically exclude the Excluded Liabilities Performance Obligations to Cure a Breach (collectively, the “Assumed Liabilities”):as defined in Section 2.2(iii)); 2.4.1. All trade accounts payable and accrued expenses incurred by (b) all obligations of Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing DateClosing Date in accordance with the compliance orders described in SCHEDULE 2.1(b); 2.4.2. All Liabilities (c) all obligations of Seller relating to the Hired Employees (as hereinafter defined) for the Accrued Employee Credit (as hereinafter defined), in addition to all performance obligations of Seller to withhold wages from any Hired Employee in satisfaction of any child support order, garnishment obligation or other court order, if any; (d) subject to Section 6.6 hereof, with respect to the Transferred EmployeesEmployees of the Business only, includingall liabilities and obligations of Seller under the Collective Bargaining Agreements (and, without limitationin connection therewith, Purchaser hereby agrees to recognize the labor organizations set forth in SCHEDULE 1.1(i)(vi) as the exclusive bargaining representatives of the Employees of the Business covered by the Collective Bargaining Agreements), except that Purchaser shall not be required to assume any obligations under the employee benefit plans set forth on SCHEDULE 2.1(d), which plans by their terms Purchaser cannot assume; (ie) all past liabilities for contributions with respect to the Hired Employees for periods after the Closing Date, pursuant to the Collective Bargaining Agreements described herein and payable to the "multiemployer plans" (as defined under Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) described on SCHEDULE 2.1 (e) to which the Seller makes contributions on behalf of the Employees of the Business; PROVIDED, HOWEVER, that such liabilities do not include any currently existing "withdrawal liability" (as described in Section 4201 of ERISA) of Seller that is owing to any of such plans as a result of events occurring prior to the Closing Date; (f) from and after July 14, 2001, but subject to Section 6.4 of this Agreement, all liabilities and obligations of the Seller toward Business for environmental liabilities related to activities or conditions that precede the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer Closing Date and which are unknown as of July 14, 2001, to the Buyerextent that such activities or conditions occur or exist within the legal property boundaries of an Acquired Facility; PROVIDED, HOWEVER, that Seller shall at all times remain liable for any environmental liability that both: (1) arises out of Seller's ownership of the Business prior to the Closing Date; and (iii2) all Claims of relates to off-site remediation obligations, liability under the Transferred Employees arising from their employment with the SellerComprehensive Environmental Response, as of the Signing Date; 2.4.3. All LiabilitiesCompensation and Liability Act ("CERCLA" or "Superfund"), other than trade accounts payable and accrued expenses of the Seller Group42 U.S.C. 9601 ET SEQ., whether fixedor similar liability, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable except to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related extent that Purchaser's activities contributed to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)such environmental liability.

Assumption of Liabilities. Upon In connection with the terms transactions contemplated by Section 2.1, and subject to the conditions except as set forth in this AgreementSection 2.4, TreeHouse shall, and shall cause the TreeHouse Parties to, assume on a joint and several basis with TreeHouse, and to pay, comply with and discharge all contractual and other Liabilities of D▇▇▇ or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Transferred Businesses, whether due or to become due, including: (a) all Liabilities of D▇▇▇ and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Signing Date (but subject to Transferred Businesses from the consummation date of the Closing), Buyer shall assume, and from and after Balance Sheet through the Closing, Buyer shall pay, discharge when due, and perform, Distribution Date; (b) all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable D▇▇▇ and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly its Subsidiaries under or related to the conduct Real Estate Leases, the Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to TreeHouse, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.2 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of any D▇▇▇ Party related to the Business from and after Employees (as defined in the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, Employee Matters Agreement) including, without limitation, the Specified Employee Liabilities; (d) all Liabilities of D▇▇▇ and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Transferred Businesses or the ownership or use of the Transferred Assets, whether before or after the Distribution Date and all Liabilities relating to Assumed Actions; (e) all Liabilities for which TreeHouse is liable in accordance with the terms of the Operating Agreements; (f) if registration of the TreeHouse Common Stock occurs and trading of the TreeHouse Common Stock commences, up to $10,000,000 of fees and expenses incurred by D▇▇▇ and TreeHouse in connection with (i) all past obligations drafting, negotiating and implementing this Agreement, the Stockholders Agreement, the Employment Agreements or any of the Seller toward the Transferred Employees; Operating Agreements and (ii) all ongoing obligations toward planning, analyzing and executing the Transferred Employees following their transfer to the BuyerDistribution; and and (iiig) all Claims other Liabilities of D▇▇▇ and its Subsidiaries arising out of the ownership or use of the Transferred Employees arising from their employment with Assets or the Seller, as operation of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller GroupTransferred Businesses, whether fixed, contingent existing on the date hereof or otherwise of Seller Group, under all Assigned Contracts, accruing arising at any time or from and time to time after the Signing Date; 2.4.4date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of D▇▇▇ and its Subsidiaries or TreeHouse and its Subsidiaries or the Balance Sheet. All The Liabilities attributable described in this Section 2.3 are referred to in this Agreement collectively as the Acquired Assets with the exception of the Excluded “Assumed Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).”

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assume, assume and from agree to pay and after the Closing, Buyer shall pay, discharge when due, and perform, all of perform only the following Liabilities of Seller Group, other than the Excluded Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): 2.4.1. All trade 2.3.1 The obligations of Seller arising under the Assigned Contracts after the Closing Date, other than the obligations arising from any breach of an Assigned Contract by Seller on or prior to the Closing Date or from Seller’s failure to pay any accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers outstanding under an Assigned Contract as of the Business, Closing Date that are not assumed by Buyer pursuant to Section 2.3.5; 2.3.2 All liabilities and obligations of Seller under or in respect of the Permits to the extent directly related to the conduct of period following the Business from and after the Signing Closing Date; 2.4.2. 2.3.3 All Liabilities returns of Products following the Closing Date with respect to Products sold or otherwise distributed prior to the Closing Date (i) from Wal-Mart which are returned solely as a result of Buyer, directly or indirectly, selling the Products to Wal-Mart during the [*] and (ii) from any other customer of Seller which are returned solely as a result of Buyer, directly or indirectly, selling the Products to such other customer during the [*] for a list price [*]; and 2.3.4 All warranty claims (other than product liability claims, which are governed by Section 2.3.5) arising from or related to Products sold or otherwise distributed by or on behalf of Buyer after the Closing Date; 2.3.5 Any product liability claims arising from or related to Products manufactured, sold or otherwise distributed by or on behalf of Buyer after the Closing Date; and 2.3.6 The obligations of Seller with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer sales promotions identified on Schedule 3.6.2 to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected extent they are in effect on the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business Date or cover periods following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon (a) At the terms Closing, and subject to the conditions set forth in this Agreement, effective as of the Signing Date (but subject to close of business on the consummation of the Closing)Closing Date, Buyer shall assume, assume and from and after the Closing, Buyer shall thereafter pay, perform and discharge when due, due and perform, all of payable only the following Liabilities obligations, liabilities and commitments of Seller Groupany nature, other than the Excluded Liabilities 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 (collectively, but excluding any Retained Liabilities, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (i) all obligations, liabilities and accrued expenses incurred by commitments of Seller Group, including all trade accounts payable representing amounts payable to suppliers of and its Affiliates under the Business, Transferred Contracts and Permits to the extent directly related relating to performance thereof from or after the Closing (other than obligations, liabilities and commitments of Seller and its Affiliates to the conduct of extent attributable to any failure by Seller and its Affiliates to comply with the Business from and after terms thereof prior to the Signing DateClosing); 2.4.2. All Liabilities (ii) all obligations, liabilities and commitments in respect of claims for refunds, allowances, exchanges, returns and warranty claims with respect to the Transferred EmployeesBusiness, not to exceed $100,000 in the aggregate for all such items not reflected on Closing Working Capital; (iii) all obligations, liabilities and commitments assumed by Buyer or its Affiliate pursuant to Article VI hereof; (iv) all liabilities (including accounts payable, deferred revenue and accrued liabilities) to the extent set forth on the Closing Date Statement, including, without limitationduplication, the obligation of Seller or its Affiliates to provide from time to time at the request of CenterWatch, a division of Seller, at no charge, the amount of advertising space in magazines included in the Business (as chosen by CenterWatch) owed to CenterWatch at Closing (which amount shall not exceed $307,000 at rate card prices) (the “CenterWatch Liabilities”); and (v) all other obligations, liabilities, costs, expenses and commitments set forth on Schedule 1.04. (b) Notwithstanding the foregoing or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and shall not assume, nor be obligated to pay, perform or discharge, any other obligations, liabilities or commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise (“Liabilities”) and whether due or to become due, of Seller or any Affiliate of Seller. All such other Liabilities shall be retained by and remain Liabilities of Seller and its Affiliates (all such Liabilities not being assumed by Buyer being herein referred to as the “Retained Liabilities”). Notwithstanding any provision in the Agreement or any other writing to the contrary, Retained Liabilities shall include (in each case to the extent not included in Closing Working Capital): (i) all past obligations Taxes imposed upon Seller or any present or former Affiliate of the Seller toward the Transferred Employees; Seller; (ii) all ongoing obligations toward Liabilities arising from any action, suit or proceeding relating to or arising out of the Business or the Transferred Employees following their transfer to Assets that is pending on the Buyer; and Closing Date against Seller or any of its Affiliates before any Federal, state or local court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”), including all matters listed on Schedule 3.09; (iii) all Claims Liabilities arising in connection with or in any way relating to Seller or any of its Affiliates (or any predecessor of Seller or any of its Affiliates) or any property now or previously owned, leased or operated by Seller or the Business (as currently or previously conducted), in each case, (A) which arise under any Environmental Law and (B) to the extent related to actions occurring or conditions existing on or prior to the Closing Date (including any matter disclosed or required to be disclosed in Schedule 3.14); (iv) except as provided in Article VI, all Liabilities of Seller or any of its Affiliates arising under any employee benefit plan of Seller, including the Thomson Holdings Inc. Group Pension Plan, any retiree medical plan and any deferred compensation plan; (v) all Liabilities of Seller or any of its Affiliates to the extent relating to or arising out of the Transferred Employees arising from their employment with the Seller, as Excluded Assets; and (vi) all Liabilities of the Signing Date; 2.4.3. All LiabilitiesSeller to any of its Affiliates, other than trade accounts payable (a) the CenterWatch Liabilities and accrued expenses of (b) Liabilities under the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Transferred Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreement (including but not limited to the Sellers' satisfaction of its assumption and assignment obligations with respect to the Assigned Contracts and Leases pursuant to Section 4.4(c) and the condition set forth in this Agreement, as of the Signing Date (but subject to the consummation of the ClosingSection 5.1(b)), the Buyer shall assumeassume and become responsible for, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities Closing (collectively, the “"Assumed Liabilities”"): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including (i) all trade accounts payable representing amounts payable to suppliers obligations of the Business, to the extent directly related to the conduct of the Business Sellers arising from and after the Signing Date; 2.4.2. All Liabilities Closing under the Assigned Contracts and Leases; provided, however, that with respect to the Transferred Employeesliability of Buyer for warranties on parts and labor, Buyer shall assume the unexpired portion of such liability on goods sold prior to the Closing Date by Sellers to customers who are continuing customers of the Buyer (the "Assumed Warranty Obligations"); (ii) all accepted orders from customers of the Sellers (excluding orders relating to the Belgian Entities, the Mexican Entities, Cisco, Nokia or ATT) and all the purchase orders of the Sellers (excluding orders relating to the Belgian Entities, the Mexican Entities, Cisco, Nokia and ATT) issued in the ordinary course of business; (iii) the customer accounts payable of the Sellers (other than to any affiliates thereof) solely relating to customers that will be continuing customers of the Buyer (the "Assumed Payables"); (iv) liabilities arising after the Closing out of the ownership and operation of the Acquired Assets after the Closing, including, without limitation, liability for personal injury of customers or employees; (v) liabilities related to the termination of employment after the Closing of any Continuing Employee, including, but not limited to any liability arising under the WARN Act; (vi) liabilities related to earned but unpaid salary, payroll and related taxes and accrued but unpaid vacation and sick days (collectively, the "Accrued Employee Liabilities"), of active employees of the Sellers employed by the Buyer ("Continuing Employees") and, whether or not accrued, any obligations under Section 4980B of the Internal Revenue Code to provide continuation of group medical coverage with respect to any Continuing Employee or other qualified beneficiary of any such Continuing Employee that occur after the Closing; (vii) the liabilities and obligations to make certain specified payments in respect of the Retention Plan, the MCMS Plan and the Executive Employment Agreements up to the maximum aggregate amount of $3,700,000, subject to the terms of Section 1.4(c)(ii) and Section 1.8 hereof (the Assumed Liabilities described in clauses (v) through this clause (vii) collectively, the "Assumed Employee Liabilities"); (viii) all liabilities and obligations relating to the Continuing Employees arising after the Closing Date as set forth in the Buyer's Plans; and (ix) all liabilities and obligations for taxes that the Buyer is liable for pursuant to Section 6.6(b). (b) The Buyer shall not assume or otherwise become responsible for, and the Sellers shall remain liable for, any and all liabilities or obligations (including but not limited to "claims" as defined under ss.101(5) of the Bankruptcy Code) of the Sellers which are not Assumed Liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) (collectively, the "Retained Liabilities"). The Sellers agree that the Retained Liabilities shall constitute claims and alleged claims in the Sellers' Bankruptcy Cases; provided, however, that nothing herein shall grant or create any rights in favor of the holders of Retained Liabilities or create any priority to right of payment. It is expressly understood and agreed that the Parties intend that the Buyer shall not be considered to be a successor to the Sellers by reason of any theory of law or equity and that the Buyer shall have no liability except as expressly provided in this Agreement for any liability of the Sellers. The Retained Liabilities shall include, without limitation, the following (for purposes of the following clauses, the term "Sellers" shall include the Sellers and each of its direct and indirect subsidiaries): (i) all past liabilities and obligations of the Seller toward Sellers for any federal, state, foreign local or other taxes other than any liabilities and obligations for taxes that the Transferred Employees; Buyer is liable for pursuant to Section 6.6(b); (ii) all ongoing liabilities and obligations toward of the Transferred Employees following their transfer to Sellers for costs and expenses incurred by the Buyer; and Sellers in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; (iii) all Claims liabilities and obligations of the Transferred Employees Sellers under this Agreement or the Ancillary Agreements, or under the Prior Agreement; (iv) all liabilities and obligations of the Sellers under any agreements, contracts, leases or licenses which are not Assumed Liabilities; (v) all liabilities and obligations of the Sellers relating to the design, manufacture, sale or distribution of products or the provision of services, including, without limitation, claims for infringement, product liability, customer support claims, or claims for repair, replacement or return of products manufactured or sold or distributed by the Sellers prior to the Closing (but excluding any of the foregoing liabilities or obligations arising from their employment the sale by the Buyer after the Closing of Acquired Assets consisting of products produced by the Sellers, and excluding the Assumed Warranty Obligations); (vi) all liabilities and obligations of the Sellers arising out of events, conduct or conditions to the extent existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Entity, or any Permit; (vii) all liabilities and obligations of the Sellers related directly or indirectly to the environmental condition (and any adverse consequences arising therefrom) or operation of the facilities located on the Owned Real Property or pursuant to the Leases (the "Facilities") under applicable Environmental Laws, equipment and properties owned, leased or operated by the Sellers (including but not limited to on- and off-site liabilities and liabilities associated with the Sellertransportation or migration of hazardous substances or environmental contaminants to an offsite location) or arising out of events, as conduct or conditions occurring prior to the Closing, regardless of whether such condition or operation constitutes a violation of, or non-compliance with, any Environmental Laws; provided, however, that to the extent that the amount of any such liabilities or obligations with respect to the environmental condition or operations of the Signing DateFacilities which is known to the Buyer is increased as a result of the Buyer's operations of the Facilities occurring after the Closing, such increased amount of such liabilities or obligations shall not be a Retained Liability; 2.4.3. All (viii) except for the Assumed Employee Liabilities, other than trade accounts payable (A) all liabilities and accrued expenses obligations of the Seller GroupSellers to pay any wages, compensation, bonus, incentives, accrued salary, accrued vacation, sick pay or severance benefits, or unemployment compensation, employee welfare or pension benefits, in each case to any current or former employee, agent, consultant, advisor or independent contractor of the Sellers, (B) all liabilities and obligations resulting from the termination of employment of employees of the Sellers that arose under any federal, state, local or foreign law or regulation or under any employee benefit plan established or maintained by the Sellers and (C) all liabilities and obligations of the Sellers with respect to any stock option plans or other equity benefit programs; (ix) all liabilities and obligations of the Sellers for injury to or death of persons or damage to or destruction of property arising out of events, conduct or conditions to the extent occurring prior to the Closing (except for obligations with respect to parts and labor as part of Assumed Warranty Obligations); (x) all liabilities and obligations of the Sellers for medical, dental and disability (both long-term and short-term) benefits, whether fixedinsured or self-insured, contingent owed to employees or otherwise former employees of Seller Group, under all Assigned Contracts, accruing from and after the Signing DateSellers; 2.4.4. All Liabilities attributable (xi) all liabilities and obligations of the Sellers and each ERISA affiliate arising out of or with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA) or other employee benefit plan, including but not limited to any Section 401(k) benefits or matching contribution obligations; (xii) all liabilities and obligations of the Sellers arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter which commenced prior to the Closing or relates to the ownership of the Acquired Assets with or the exception operation of the Excluded business of the Sellers on or prior to the Closing; (xiii) except for Assumed Liabilities, all liabilities and obligations of the Sellers for any claims and administrative or other expenses of whatever kind or nature, arising prior or subsequent to the commencement of the Bankruptcy Case, whether or not asserted; (xiv) all liabilities and obligations of the Sellers, or any of their officers, directors or employees (in such capacities) to any person or entity as a shareholder of the Sellers, including, without limitation, in connection with any pending, threatened or future shareholder lawsuit; and 2.4.5. All other Liabilities related to the conduct (xv) all liabilities and obligations of the Business and reflected Sellers for trade debt (except for the Assumed Payables), borrowed money or other indebtedness, including, without limitation, in connection with all notes, bonds or other instruments or documents issued by the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Sellers.

Assumption of Liabilities. Upon In connection with the terms conveyance of the Acquired Assets to Buyer, Seller shall assign and subject to the conditions set forth in this Agreement(i) U.S. Buyer shall assume, as of the Signing Date Closing, the payment and performance of only the following liabilities of VCRAM and (but subject to the consummation of the Closing), ii) Mexico Buyer shall assume, as of the Closing, the payment and from performance of only the following liabilities of Carplastic (collectively, the "Assumed Liabilities"): (a) all liabilities and obligations of Seller under the Assigned Contracts (i) to the extent relating to periods beginning on or after the Closing and (ii) to the extent of amounts remitted by Seller to Buyer pursuant to Section 1.6 hereof, relating to periods beginning after the Closing; (b) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts, Buyer shall pay, discharge when due, as determined in accordance with the procedures governing the determination and performpayment of cure costs approved by the Bankruptcy Court in the Sale Order (the "Cure Amounts") and Schedule 1.3(b) sets forth Seller's good faith estimate of such Cure Amounts; (c) to the extent assigned, all of the following Liabilities liabilities and obligations of Seller Groupunder the Permits to the extent relating to periods beginning on or after the Closing; (d) all liabilities for Taxes relating to the Acquired Assets for all taxable periods (or portions thereof) beginning on or after the Closing (as determined in accordance with Section 11.2); (e) all liabilities assumed by Buyer pursuant to Article 9; (f) all liabilities and obligations of Seller for Transaction Taxes payable in connection with the transactions contemplated by this Agreement; and (g) all liabilities and obligations, other than the Excluded Liabilities (collectivelyLiabilities, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable relating to suppliers or arising from Buyer's operation of the Business, Business or the ownership of the Acquired Assets after the Closing (including any product liability or product warranty claims to the extent directly related to the conduct of the Business from and products manufactured after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing DateClosing).

Assumption of Liabilities. Upon the terms and subject to the ------------------------- conditions set forth in this Agreement, Buyer shall assume only the obligations and liabilities of Seller and Affiliate relating to the Business that arose in the ordinary course of business, including without limitation all obligations and liabilities under the Seller Stock Option Plan (as defined in Section 1.6) (collectively, the "Assumed Liabilities"), other than obligations and ------------------- liabilities (a) relating to Taxes arising or accruing through the Closing Date, including without limitation any income taxes, sales or other taxes imposed on Seller, Affiliate or Parent as a result of the Signing Date transactions contemplated hereby, (but subject b) relating to the consummation Existing Business, (c) relating to any financial obligations, liabilities or debts of any nature (matured or unmatured, fixed or contingent) not set forth on the Seller Balance Sheet (as defined in Section 2.6 hereof), (d) arising from claims, demands, actions, or causes of action relating to events occurring prior to the Closing Date, (e) arising from or related to the employment by Seller of any of the Closingindividuals listed on Schedule 2.16 of ------------- the Seller Disclosure Schedule, including without limitation any wages, vacation benefits or pay, holiday pay, sick day pay, severance benefits or other employee benefits, or (f) as set forth on Schedule 1.2 of the Seller Disclosure Schedule ------------ (such obligations and liabilities set forth in clauses (a), (b), (c), (d), (e) and (f) above being referred to collectively as the "Excluded Liabilities"). -------------------- Buyer shall assumenot assume any obligations or liabilities of Seller, Affiliate or Parent or relating to the Business or Assets except for those obligations and liabilities that Buyer expressly assumes pursuant to this Section 1.2, and from Seller or Affiliate shall retain those obligations and after liabilities of Seller or Affiliate or relating to the Closing, Buyer Business or Assets that are not Assumed Liabilities and shall pay, discharge when dueor otherwise satisfy such obligations and liabilities so retained. Other than the Assumed Liabilities, Buyer shall not assume or guarantee, or be responsible in any way for, and performneither Buyer nor any of its affiliates, all directors, employees, stockholders or agents of the following Liabilities Buyer shall be deemed to have assumed or guaranteed, or to be responsible in any way for, any obligations or liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, or Affiliate or relating to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Groupor Assets, whether such obligations or liabilities are direct or indirect, accrued or fixed, contingent absolute or otherwise of Seller Groupcontingent, under all Assigned Contractsmatured or unmatured, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)determined or undetermined or otherwise.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after at the Closing, Buyer shall pay, assume and agrees to discharge or perform when due, and perform, all of due only the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group(a) each Seller’s Liabilities arising on or after the Closing under each Assigned Contract, including all trade accounts payable representing amounts payable to suppliers of the Business, but only to the extent directly related that such obligations do not result from any breach, non-compliance or default of Seller prior to the conduct Closing; for the avoidance of doubt, each Seller is hereby assigning and Buyer is hereby assuming the License Agreement pursuant to Section 10.3(ii) of the Business from License Agreement in that Buyer is acquiring ownership in their entirety of the assets of Sellers’ business to which the License Agreement relates and after the Signing Date; 2.4.2. All Liabilities with respect this Agreement is in no way intended to grant a license to, or create a sublicense agreement in favor of, either Party as to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing DateAssets; 2.4.3. All Liabilities, (b) Sellers’ out-of-pocket expenses and other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected payments incurred in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following Program during the date period beginning March 1, 2022 and ending on the Closing Date (excluding compensation and benefits of Brickell employees and consultants), the categories of which, and associated estimates, are attached as Schedule 2.3(b) (the “Reimbursement Amounts”); (c) all Liabilities arising out of or relating to the acquisition or maintenance of the Closing Balance Sheet and until Transferred Intellectual Property arising on or after the Closing Date); (d) all Liabilities arising out of or relating to the research, Development, manufacturing, registration, Commercialization, use, handling, supply, storage, import, export or other disposition or exploitation of the Compound and Products on or after the Closing Date; (e) all Liabilities arising from the ownership, operation, maintenance, possession, control, sale, lease, disposition, exploitation or use of the Transferred Assets on or after the Closing Date; and (f) any other Liabilities for which Buyer is responsible pursuant to the terms of this Agreement.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing)Closing Date, Buyer shall assume, assume the liabilities which accrue under the Contracts and from Station Licenses on and after the Closing Date (the closing of the transactions contemplated herein, the "Closing, "). Buyer shall not assume or undertake to pay, satisfy or discharge when dueany other liabilities, and performobligations, all commitments or responsibilities of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesSeller, including, without limitation, (i) all past any obligations of or liabilities under any contract, agreement or lease not included in the Seller toward the Transferred Employees; Contracts, (ii) all ongoing any obligations toward or liabilities under the Transferred Employees following their transfer Contracts relating to the Buyer; period prior to the Closing except for those obligations or liabilities arising out of the Trade Agreements or Barter Agreements assumed by Buyer and subject to adjustment pursuant to Article IV, (iii) all Claims any obligations or liabilities of Seller relating to or arising out of any claims or pending litigation proceedings, (iv) any obligations or liabilities of Seller under any agreement or arrangement, written or oral, with salaried or non-salaried employees of the Transferred Employees arising Stations, other than those obligations or liabilities of Seller under agreements or arrangements with employees of the Stations that Buyer has identified pursuant to Section 9.11(b) as agreements or arrangements that Buyer will assume from their employment Seller and provided, further, that Buyer actually hires such employees pursuant to such agreements or arrangements (as opposed to entering into new employee agreements with such employees), (v) any Employee Plan and (vi) any obligations or liabilities to any employee of the Stations for accrued commissions, vacation time or sick leave, and all such obligations and liabilities shall remain and be the obligations and liabilities of Seller. If any Contract requires the consent of third parties for assignment, but (i) such consent has not been obtained as of the Signing Closing Date; 2.4.3. All Liabilities, other than trade accounts payable as required by Section 10.2.7, and accrued expenses (ii) in the case of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Material Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Buyer waives such condition precedent to the Acquired Assets with Closing in its sole discretion, then Buyer shall assume Seller's obligations under such Contract only for the exception period after Closing during which Buyer receives the benefits to which Seller is currently entitled under such Contract (unless consent is subsequently obtained and such delay has not prejudiced Buyer, and unless the failure of the Excluded Liabilities; and 2.4.5. All other Liabilities related Buyer to the conduct of the Business and reflected in the Closing Balance Sheet (subject receive benefits under such Contract is due to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing DateBuyer's failure to perform Seller's obligations thereunder after Closing).

Assumption of Liabilities. Upon (a) Orkin shall assume on the terms Closing Date and subject to the conditions set forth in this Agreementshall pay, as perform and discharge when due all of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, PRISM's obligations and liabilities arising from and after the ClosingClosing under the Customer Contracts (and the related guarantees of PRISM), Buyer the Other Contracts, the Leases and the Purchase Orders ("Executory Contractual Liabilities"). In consideration of a reduction in the Purchase Price for the Assets, Orkin shall also assume the liabilities of PRISM relating to the Pest Business for accrued but unused vacation, bonus days with pay, discharge when duebanked sick days, and perform, all and/or personal choice days of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iiias defined in Section 5.04) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade Closing Date and certain specified accounts payable as identified and accrued expenses of in the Seller Groupamount contained on the Assumed Payables List (the "Special Liabilities") (the Special Liabilities collectively, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets together with the exception of Executory Contractual Liabilities are the Excluded "Assumed Liabilities; and 2.4.5"). All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (Orkin's obligations under this Section 1.04(a) shall not be subject to updates resulting from offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any agreement or document delivered in connection herewith or any right or alleged right to indemnification hereunder. (b) Except for the ordinary course of Assumed Liabilities and except as provided in Section 5.04(g) or Section 5.10(a) hereof, it is expressly understood and agreed between the Business following the date of the Closing Balance Sheet and until the Closing Date)parties hereto that ORKIN SHALL NOT ASSUME AND IS NOT ASSUMING, NOR SHALL ORKIN BECOME LIABLE, OBLIGATED OR RESPONSIBLE FOR THE PAYMENT OF ANY DEBTS, LIABILITIES OR OBLIGATIONS OR THE PERFORMANCE OF ANY DUTIES OF PRISM OF ANY KIND OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, WHETHER ARISING BEFORE, ON OR SUBSEQUENT TO THE CLOSING AND WHETHER CONTINGENT OR [***] - CONFIDENTIAL TREATMENT REQUESTED LIQUIDATED IN AMOUNT (INCLUDING, WITHOUT LIMITATION, ANY DEBT, LIABILITIES, OBLIGATIONS OR DUTIES ARISING OUT OF ACCOUNTS PAYABLE, TAX LIABILITIES, ENVIRONMENTAL, IMMIGRATION OR PRODUCT LIABILITY MATTERS, EMPLOYEE BENEFITS, CUSTOMER CONTRACTS OR OTHER CONTRACTS, AGREEMENTS OR OTHER LIABILITIES OF PRISM) RELATED TO THE ASSETS OR THE OPERATION OF PRISM'S BUSINESS PRIOR TO CLOSING.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from From and after the Closing, Buyer shall pay, discharge when due, and perform, all of Purchaser will assume only the following Liabilities obligations and liabilities of Seller GroupSeller, other than to the Excluded Liabilities extent such obligations and liabilities relate to the Assets, the Facilities, or, as applicable, the Navajo Mine (collectively, the “Assumed Liabilities”): 2.4.1. (a) All trade accounts payable liabilities and accrued expenses obligations under all agreements, contracts, undertakings, and licenses assigned to Purchaser under this Agreement, including the Facilities Contracts and the Transferable Permits in accordance with the terms thereof, except: (i) in each case to the extent such liabilities and obligations were incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, prior to the extent directly related Effective Date and not otherwise assumed by Purchaser pursuant to Sections 2.3(c), (d), (e) and (f), (ii) the conduct of the Business from payment obligations pro-rated to Seller under Section 3.6, and after the Signing Date(iii) as specifically contemplated under Section 2.4; 2.4.2. (b) All Liabilities with respect to the Transferred Employeesliabilities or obligations, whether or not accrued, contingent, absolute, determined or determinable (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws (whether such laws are enacted before or after the Effective Date), and all liabilities and obligations relating to Environmental Conditions or Hazardous Substances, in each case to the extent attributable to actions or failures to act occurring, or conditions first arising, on or after the Effective Date, including any threatened Releases that do not exist prior to the Effective Date (the “Post-Closing Environmental Liabilities”); (c) All liabilities or obligations, whether or not accrued, contingent, absolute, determined or determinable (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws or relating to Environmental Conditions or Hazardous Substances in connection with EPE’s or Seller’s ownership of the Assets or Facilities or with respect to the Navajo Mine (in each case, solely in connection with the pre-Effective Date period) (collectively, “Pre-Closing Environmental Liabilities”) to the extent such Pre-Closing Environmental Liabilities arise out of (i) all past the enactment, coming into force or change in any Environmental Law (including any change in the interpretation, application or enforcement of any such Environmental Law) on or after the Effective Date or (ii) Post-Closing Actions; (d) That incremental portion, and only that incremental portion, if any, of the Landfill Obligations that are directly attributable to any Post-Closing Actions; (e) All liabilities and obligations of Seller with respect to decommissioning the Facilities and the Facilities Switchyard, including without limitation the dismantling and removal of the Facilities and the Facilities Switchyard and the restoration of their sites (collectively, “Decommissioning”); (f) All liabilities and obligations of Seller with respect to reclamation of the Navajo Mine, and the site comprising the same or on which the Navajo Mine exists or has existed (collectively, “Reclamation”); (g) All of Seller’s share of any liabilities or obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer Operating Agent or its Affiliates with respect to the Buyer; and (iii) all Claims pensions or other post-employment benefits attributable to Operating Agent’s operation of the Transferred Employees arising from their employment with the Seller, as Facilities; (h) Any liabilities or obligations in respect of Purchaser’s share of the Signing Dateitems prorated in Section 3.6(a); 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities (i) Taxes attributable to the Acquired Assets with the exception ownership, operation or use of the Excluded LiabilitiesAssets on or after the Effective Date (except for Taxes for which Seller is liable pursuant to Section 3.6, including Seller’s Income Taxes) and any Taxes for which Purchaser is liable under Section 6.3; and 2.4.5. (j) All other Liabilities related liabilities expressly allocated to Purchaser in this Agreement. For the conduct avoidance of doubt, Purchaser is not assuming hereunder any liabilities or obligations of any of the Business and reflected in the Closing Balance Sheet (subject Facilities Owners other than Seller pursuant to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)this Agreement.

Assumption of Liabilities. Upon the terms and subject Subject to the conditions set forth in this Agreement, as of on the Signing Date (but subject Closing Date, Purchaser will deliver an undertaking in form and substance reasonably satisfactory to the consummation of the Closing), Buyer shall assume, Seller and from its counsel pursuant to which Purchaser will assume and after the Closing, Buyer shall agree to pay, perform and discharge when due, (i) all obligations and perform, all of the following Liabilities liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related reflected or reserved against in Seller's balance sheet as of September 30, 1995, included in the Seller Financial Statements (defined below), (ii) all obligations and liabilities of Seller arising after the Closing Date under any contracts, agreements, instruments and arrangements listed on Schedule 3.19 furnished by Seller to Purchaser pursuant to this Agreement or entered into in the conduct ordinary course of business, and (iii) all current liabilities and obligations of Seller of the Business from and nature contained on Seller's September 30, 1995 balance sheet or of the nature disclosed on Schedule 3.7 hereto, arising after the Signing Date; 2.4.2date of such balance sheet in the ordinary course of business and not in violation of Section 10.1 of this Agreement PROVIDED, HOWEVER, that Purchaser will not assume any liability of Seller in excess of Four Hundred Thousand Dollars ($400,000) under the Promissory Note dated December 18, 1995 made by Seller in favor of Neville in the original principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) (the "Neville Note"). All Liabilities with respect to Any of the Transferred Employeesforegoing notwithstanding, Purchaser will not assume any other obligations or liabilities of Seller, including, without limitation, (i) all past obligations those arising out of or in connection with the negotiation and preparation of this Agreement or the consummation of the transactions provided for in this Agreement (except for the fees of Seller's professional advisors in an amount not to exceed Forty-Five Thousand Dollars ($45,000), or for any taxes of Seller toward the Transferred Employees; of any nature other than VAT Taxes and GST Taxes (iieach as defined in Section 3.10) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of extent reserved for on the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after Financial Statement. The liabilities to be assumed by Purchaser hereunder are collectively referred to as the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded "Assumed Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)."

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreementherein, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing Date, Purchaser agrees to assume and discharge or perform when due the following debts, liabilities or obligations (the "Assumed Liabilities"): (a) all Accounts Payable; (b) all debts, liabilities and obligations under the Contracts to deliver finished case goods following the Closing under purchase orders of, or NY12528: 107491.4 commitments to, Persons other than Affiliates of Sellers or JVs entered into by Sellers, a Subsidiary of Sellers or a JV prior to the Closing; (c) all debts, Buyer shall pay, discharge when due, liabilities and performobligations of the Businesses for Inventory ordered in the Ordinary Course of Business prior to the Closing Date and delivered after the Closing Date; (d) except as otherwise provided in Section 5.5, all debts, liabilities and obligations of Sellers or Subsidiaries of Sellers which relate to the following Liabilities of Seller GroupTransferred Employees arising on or after the Closing Date (excluding any accrued vacation relating to periods prior to the Closing Date); (e) all liabilities and obligations for state, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable provincial and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable local real and personal property taxes that are imposed directly with respect to suppliers of the Business, a Transferred Asset to the extent directly related such Taxes relate to any period from or subsequent to the conduct of the Business from and after the Signing Closing Date; 2.4.2. All Liabilities (f) all debts, liabilities and obligations with respect to all actions, suits, proceedings, disputes, claims or investigations that relate to the Businesses, at law, in equity or otherwise arising from events occurring on or following the Closing Date; (g) except as provided in Section 5.19, all debts, liabilities and obligations which arise after the Closing Date out of the ownership or operation of the Real Property or any Transferred EmployeesAssets occurring on or following the Closing Date; NY12528: 107491.4 (h) all debts, includingliabilities and obligations that Purchaser has expressly assumed or agreed to assume under this Agreement, without limitationincluding pursuant to Sections 5.5, 5.11, 5.12, 5.14, 5.16, 5.17 and 5.19 of this Agreement; and (i) all past liabilities and obligations of the Seller toward the Transferred Employees; (ii) under any Contract and all ongoing obligations toward the Transferred Employees following their transfer payments due under any Contract to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and extent such payments arise after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date); provided, however, that Purchaser shall not assume any monetary obligation with respect to any Contracts which are not listed on Schedule 2.1(b) in excess of $250,000 in the aggregate.

Assumption of Liabilities. Upon (a) On the terms Closing Date, Purchaser shall assume and subject agree to discharge from and after the Closing all of the following obligations with respect to the conditions Business in accordance with their respective terms, but only to the extent that such obligations do not constitute Excluded Liabilities (the "Assumed Liabilities"): (i) Any and all liabilities, obligations, and commitments arising out of all contracts, arrangements, licenses, leases, and other agreements relating to the Business (other than Excluded Assets), excluding, however, liabilities and obligations relating to any breach by the Company thereof occurring prior to the Closing Date; and (ii) The trade account payables and accrued liabilities set forth in the calculation of the Closing Date Working Capital. (b) Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not assume any liabilities, obligations, or commitments of the Company other than the Assumed Liabilities, and all such other liabilities, obligations, and commitments shall be retained by the Company (the "Excluded Liabilities"). Without limiting the generality of the foregoing, none of the following shall be Assumed Liabilities for purposes of this Agreement: (i) Except as provided in Section 1.7(a)(ii), as all trade accounts payable, accrued payroll, accrued employee benefits, including accrued vacation and sick leave and accrued post retirement and post employment benefits, accrued taxes, and all other accrued expenses relating to the Business; (ii) Any liabilities or obligations for borrowed money or evidenced by bonds, debentures, notes, drafts, or similar instruments; (iii) Any and all liabilities, obligations, or commitments arising out of any and all contracts, arrangements, licenses, leases, and other agreements that are Excluded Assets; (iv) Subject to Section 3.1, any and all Taxes (whether pursuant to existing laws and regulations or laws and regulations subsequently enacted by any Governmental Authority) which arise from (A) the operation of the Signing Date Business on or prior to the Closing Date; (but subject B) the ownership of the Assets on or prior to the Closing Date; or (C) the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all transactions contemplated herein; (v) Any liabilities or obligations relating to employees of the following Liabilities of Seller Group, other than Business while employed by the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller GroupCompany, including all trade accounts payable representing amounts payable liabilities or obligations relating to suppliers any claims by employees of the Business, whether pending as of the Closing Date or arising after the Closing Date, due to acts, alleged acts, or omissions of the Company under any federal labor or employment laws or state laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination, or other employment practices or otherwise relating to or arising out of the employment relationship with the Company or the termination thereof; (vi) All liabilities or obligations under any employment, severance, retention, or termination agreement between the Company and any of its employees; (vii) Any liabilities or obligations relating to any of the Plans or relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, or any other employee benefits of any kind for employees of the Company; (viii) Except to the extent directly related reserved for in the calculation of Closing Date Working Capital, any liabilities or obligations with respect to any actions, suits, proceedings, or possible claims, whether such actions, suits, proceedings, or possible claims are currently pending, threatened, contingent, subsequently arise, or otherwise, in any way relating to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect on or prior to the Transferred EmployeesClosing Date, including, without limitation, any actions, suits, proceedings, or possible claims relating to the use by the Company of the trademark "Jem and the Holograms" prior to the Closing Date; (iix) Except to the extent reserved for in the calculation of Closing Date Working Capital, any and all past liabilities or obligations arising from or in connection with warranty claims or product liability claims relating to products manufactured or sold by the Company prior to the Closing Date; (x) Any liabilities of the Company for Environmental Damages arising on or prior to the Closing Date, whether or not disclosed in the schedules to this Agreement or otherwise known to Sellers, Purchaser, or Delta; (xi) All costs, expenses, liabilities, or obligations incurred by the Company incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (xii) All liabilities and obligations of the Seller toward Company relating to use by the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer Company of Intellectual Property prior to the Buyer; and (iii) all Claims Closing Date, which Intellectual Property is not owned or licensed by the Company, relating to any sales by the Company of licensed products prior to the Closing Date in breach of the Transferred Employees arising from their employment with the Seller, as terms of the Signing Date; 2.4.3. All Liabilitiesapplicable license agreement, other than trade accounts payable and accrued expenses of or relating to any sales by the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Company prior to the Acquired Assets with Closing Date in territories for which the exception of the Excluded LiabilitiesCompany is not licensed; and 2.4.5. All other Liabilities related (xiii) Any liabilities or obligations relating to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Excluded Assets.

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions set forth of this Agreement and in this Agreementreliance upon the representations and warranties contained herein, as of in addition to purchasing and acquiring the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after Transferred Assets at the Closing, Buyer shall pay, discharge when due, and perform, all of Purchaser hereby assumes only the following Liabilities obligations of Seller Group, other than Sellers related to the Excluded Liabilities Transferred Assets (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable ): (i) obligations to perform, in the ordinary course of business, that arise after the Closing Date under those Transferred Assets that are contracts and accrued expenses incurred by Seller Groupother agreements listed on Schedule 2.2(a)(i) hereto, including all trade accounts payable representing amounts payable to suppliers of the Business, only to the extent directly related such contracts and other agreements are properly and effectively assigned to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities Purchaser or with respect to contractual arrangement that Sellers made every effort to properly and effectively assign but which assignment was not concluded prior to Closing, which Sellers shall hold for Purchaser’s benefit until assigned, transferred or replaced by a new contractual arrangement with Purchaser post Closing (collectively, the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees“Assumed Contracts”); (ii) all ongoing obligations toward obligation to reimburse monthly the Transferred Employees following their balance of $164,170.61 USD (£112,499.56 GBP Sterling) remaining as of May 28, 2010 under the IEL Loan pursuant to the terms of the signed agreement by and among Imaging Equipment Limited, Misonix Ltd. and Purchaser in a form attached as Exhibit A (the “IEL Assumption Agreement”), which shall in no way constitute an assignment, novation or other such transfer to Purchaser of any liabilities or obligations of Imaging Equipment Limited or of the BuyerSellers, and the loan shall remain the liability of Imaging Equipment Limited as evidenced by the IEL Assumption Agreement; and (iii) all Claims any obligation arising in, to, and under the Transferred Assets that is expressly assumed by Purchaser and set forth on Schedule 2.2(a)(iii). (b) Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the Transactions nor voluntarily pay, and shall have no liability for, any debt, claims, indebtedness, obligations or other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) (collectively, “Liabilities”) of Sellers, of any kind, character or description whatsoever, including the following (collectively, the “Retained Liabilities): (i) current liabilities, accounts payable, long-term liabilities, including those relating to indebtedness of any Seller or its Affiliates; (ii) any obligation or Liabilities accruing, arising out of, or relating to acts or omissions, prior to Closing, including any acts or omissions in connection with (A) any Assumed Contract, (B) the business or operation of the Transferred Employees arising from their employment with the SellerBusiness, as of the Signing Date; 2.4.3. All Liabilitiesincluding all malpractice, other than trade accounts payable product and accrued expenses of the Seller Groupgeneral liability claims, whether fixedor not same are pending, contingent threatened, known or otherwise unknown, (C) the Terminated Agreements or (D) the Transferred Assets; (iii) any obligation or Liabilities accruing, arising out of, or relating to any act or omission by any Seller and its Affiliates after Closing; (iv) (A) any federal, state, local or foreign tax obligations of any Seller Groupand its Affiliates whether before or after Closing, under all Assigned Contractsincluding any income tax, accruing from any franchise tax, any tax recapture and after the Signing Date; 2.4.4. All any sales and/or use tax and any payroll or withholding tax and (B) federal, state or local income tax obligations or Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business any Seller and reflected in the Closing Balance Sheet (subject to updates its Affiliates resulting from the ordinary course consummation of the Business following the date Transactions; (v) any obligation or Liabilities to any employee of the Closing Balance Sheet any Seller or its Affiliates including those for accrued wages, employee bonuses, accrued vacation pay, sick pay, severance pay and until the Closing Date).other compensation and benefits for employees of any Seller or its Affiliates; (vi) any obligation or Liabilities relating to or arising out of any violation or alleged violation of Law by any Seller or its Affiliates; and (vii) any obligation or Liabilities relating to or arising out of any Seller’s or its Affiliates’ infringement or alleged infringement of any intellectual property rights of any Person, including those related to any patent, trademark, servicemark, software, copyright, information

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Manufacturing and Supply Agreements, the Cooperation Agreement and the Safety Monitoring Agreement, at and as of the Signing Date (but subject to Effective Time, the consummation Purchaser shall assume only those Liabilities of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities which are specifically enumerated below (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including (a) all trade accounts payable representing amounts payable to suppliers Liabilities of the BusinessSeller or any of its Affiliates under the Assumed Contracts, but only to the extent directly related such Liabilities arise from any event, circumstance or Condition occurring in a period (or portion thereof) on or after the Effective Time; (b) all Liabilities of the Sellers and/or its Affiliates under the Contracts set forth on Schedule 2.1 (b) of the Seller Disclosure Schedule, solely to the conduct extent relating to the Products, but only to the extent such Liabilities arise from any event, circumstance or Condition occurring in a period (or portion thereof) on or after the Effective Time (“Assumed Contract Obligations”); (c) all Liabilities to the FDA arising directly out of the Business from and Transferred Assets on or after the Signing DateEffective Time; 2.4.2. All (d) all Liabilities with respect to the Transferred Employees, including, without limitation, Diprivan Litigation; and (e) all other Liabilities arising directly out of (i) all past obligations of the Seller toward Licensed Assets in the Transferred Employees; Territory, but only to the extent such Liabilities arise on or after the Effective Time or (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims ownership or control of any of the Transferred Employees arising from their employment with Assets, but only to the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent extent such Liabilities arise on or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable Effective Time, including the obligation to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities conduct any Phase IV trials related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)Products.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer a) Purchaser shall (or shall cause its designated Subsidiaries or Affiliates to) assume, and from become solely and after the Closingexclusively liable for, Buyer shall pay, discharge when due, and perform, all of the following Liabilities liabilities of Seller Group, other than the Excluded Liabilities Sellers and no others (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable ): (i) all liabilities and accrued expenses incurred obligations of Sellers under the Designated Contracts that arise exclusively after the Closing Date; (ii) any other liabilities and obligations that are specifically designated by Seller GroupPurchaser in writing on or prior to the Closing Date; (iii) all liabilities relating to, including all trade accounts payable representing amounts payable to suppliers or arising in respect of the BusinessAcquired Assets accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing after the extent directly related to Closing Date, or the conduct operation of the Business from and or the Acquired Assets after the Signing Closing Date; 2.4.2. All Liabilities ; (iv) all accrued liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward Employees and the Transferred Employees; including all accrued salary, vacation, and other compensation, and workers’ compensation obligations (iiexcept for liabilities related to the Employee Benefit Plans and the Canadian Plans and such other non-assumed liabilities as are set forth in Section 2.4); (v) all ongoing obligations toward liabilities arising out of or resulting from a change of control, layoffs or termination of the Employees and the Transferred Employees following their transfer by any Seller prior to or on the BuyerClosing Date that arises from the consummation of the Transactions, including WARN Obligations; and (iiivi) all Claims liabilities and obligations of the Transferred Employees arising Purchaser under Section 6.7 herein (the liabilities and obligations described in Sections 2.3(a)(iv), 2.3(a)(v) and 2.3(a)(vi), collectively, the “Employee Obligations”); provided, that Purchaser shall not assume the Employee Obligations to the extent they exceed $30 million in the aggregate. (b) Nothing contained in this Agreement shall require Purchaser or any of its Affiliates to pay, perform or discharge any Assumed Liability so long as it shall in good faith contest or cause to be contested the amount or validity thereof. (c) Nothing contained in this Section 2.3 or in any Instrument of Assumption or similar instrument, agreement or document executed by Purchaser at the Funding or the Closing shall release or relieve Sellers from their employment with the Sellerrepresentations, as of the Signing Date; 2.4.3. All Liabilitieswarranties, other than trade accounts payable covenants and accrued expenses of the Seller Groupagreements contained in this Agreement or any Ancillary Agreement or any certificate, whether fixedschedule, contingent instrument, agreement or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected document executed pursuant hereto or in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)connection herewith.

Assumption of Liabilities. Upon the terms and subject Subject to the conditions exceptions and exclusions of this Section 2.3, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay the following, but without duplication: (a) those liabilities set forth in this Agreement, on Schedule 2.3; (b) Jobs-in-Progress; (c) all Current Liabilities other than "Deferred Revenue" as of specified on the Signing Final Effective Date Balance Sheet; and (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, d) all of the following Liabilities obligations of Seller Group, other than under the Excluded Liabilities Contracts (collectively, the “"Assumed Liabilities”): 2.4.1"). All trade accounts payable and accrued expenses incurred by Seller GroupExcept as otherwise specifically provided herein, including all trade accounts payable representing amounts payable to suppliers the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Business, the Division or the Seller incurred prior to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities Effective Date (or with respect to the Transferred EmployeesSeller other than the Business or the Division, includingon and after the Effective Date), including but not limited to: (i) any tax imposed on the Seller because of the operations of any of its business, including without limitation, the Division (iother than the taxes expressly being assumed by Buyer as set forth on Schedule 2.3), (ii) all past any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement; (iii) any obligations of the Seller toward under employee benefits agreements, including but not limited to, the Transferred EmployeesPlans; (iiiv) all ongoing any obligations toward incurred by the Transferred Employees following their transfer Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.3; (v) any liabilities or obligations incurred by the Buyer; and (iii) all Claims Seller in violation of, or as a result of the Transferred Employees Seller's violation of, this Agreement; (vi) liabilities arising from their employment sales of products or services by the Division or otherwise on or before the Effective Date, including without limitation the Pre-Closing Warranties; (vii) liabilities, costs, and expenses associated with the Sellerany claim, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Groupproceeding or litigation, whether fixedknown or unknown, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilitiesincluding those described in Schedule 3.11; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions set forth of this Agreement and in this Agreementreliance upon the representations and warranties contained herein, as of in addition to purchasing and acquiring the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after Transferred Assets at the Closing, Buyer shall pay, discharge when due, and perform, all of Purchaser hereby assumes only the following Liabilities obligations of Seller Group, other than Sellers related to the Excluded Liabilities Transferred Assets (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (i) obligations to perform, in the ordinary course of business, that arise after the Closing Date under those Transferred Assets that are contracts and accrued expenses incurred other agreements listed on Schedule 2.2(a)(i) hereto, only to the extent such contracts and other agreements are properly and effectively assigned to Purchaser or with respect to contractual arrangement that Sellers made every effort to properly and effectively assign but which assignment was not concluded prior to Closing, which Sellers shall hold for Purchaser’s benefit until assigned, transferred or replaced by Seller Groupa new contractual arrangement with Purchaser post Closing (collectively, the “Assumed Contracts”); (ii) obligation to reimburse monthly the balance of $164,170.61 USD (£112,499.56 GBP Sterling) remaining as of May 28, 2010 under the IEL Loan pursuant to the terms of the signed agreement by and among Imaging Equipment Limited, Misonix Ltd. and Purchaser in a form attached as Exhibit A (the “IEL Assumption Agreement”), which shall in no way constitute an assignment, novation or other such transfer to Purchaser of any liabilities or obligations of Imaging Equipment Limited or of the Sellers, and the loan shall remain the liability of Imaging Equipment Limited as evidenced by the IEL Assumption Agreement; and (iii) any obligation arising in, to, and under the Transferred Assets that is expressly assumed by Purchaser and set forth on Schedule 2.2(a)(iii). (b) Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the Transactions nor voluntarily pay, and shall have no liability for, any debt, claims, indebtedness, obligations or other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) (collectively, “Liabilities”) of Sellers, of any kind, character or description whatsoever, including all trade the following (collectively, the “Retained Liabilities): (i) current liabilities, accounts payable representing amounts payable payable, long-term liabilities, including those relating to suppliers indebtedness of any Seller or its Affiliates; (ii) any obligation or Liabilities accruing, arising out of, or relating to acts or omissions, prior to Closing, including any acts or omissions in connection with (A) any Assumed Contract, (B) the business or operation of the Business, including all malpractice, product and general liability claims, whether or not same are pending, threatened, known or unknown, (C) the Terminated Agreements or (D) the Transferred Assets; (iii) any obligation or Liabilities accruing, arising out of, or relating to any act or omission by any Seller and its Affiliates after Closing; (iv) (A) any federal, state, local or foreign tax obligations of any Seller and its Affiliates whether before or after Closing, including any income tax, any franchise tax, any tax recapture and any sales and/or use tax and any payroll or withholding tax and (B) federal, state or local income tax obligations or Liabilities of any Seller and its Affiliates resulting from the consummation of the Transactions; (v) any obligation or Liabilities to any employee of any Seller or its Affiliates including those for accrued wages, employee bonuses, accrued vacation pay, sick pay, severance pay and other compensation and benefits for employees of any Seller or its Affiliates; (vi) any obligation or Liabilities relating to or arising out of any violation or alleged violation of Law by any Seller or its Affiliates; and (vii) any obligation or Liabilities relating to or arising out of any Seller’s or its Affiliates’ infringement or alleged infringement of any intellectual property rights of any Person, including those related to any patent, trademark, servicemark, software, copyright, information technology, licensing rights granted to or by such Seller or its Affiliates, know-how or other proprietary rights except to the extent directly related that any claim of infringement or alleged infringement against any Seller(s) arises from Intellectual Property licensed from FSI prior to Closing, such Seller(s) shall have all rights and remedies under law and the conduct contractual arrangements with FSI against FSI as a result of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)such alleged infringement.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of At the Closing), Buyer shall assume, and from and after the Closing, Buyer shall agrees to thereafter pay, perform and discharge when due, and performindemnify, defend and hold harmless Seller, its Affiliates and all of their respective Related Persons from and against, the following Liabilities of Seller Groupliabilities (all items in this Section 1.3 being, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (a) Except as set forth in Section 1.5, all liabilities and accrued expenses incurred by unperformed and unfulfilled obligations of Seller Group, under the terms of any Assumed Contract or Assumed Lease (including all trade accounts payable representing amounts payable to suppliers premium finance arrangements of Seller for Assumed Contracts), and the Buyer’s Cure Amount in connection with the assignment of the BusinessAssumed Lease and the Assumed Contracts to, to and the extent directly related to the conduct assumption of the Business from Assumed Lease and after the Signing DateAssumed Contracts by, Buyer; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (ib) all past liabilities and obligations of Seller under the Seller toward Customer Orders and the Transferred Employees; Purchase Orders (iiincluding liabilities in respect of customer deposits, security deposits and prepaid items); (c) all ongoing liabilities and obligations toward the for Post-Closing Taxes (including those relating to any Straddle Period); (d) all liabilities and obligations for Transaction Taxes; (e) all Employee Liabilities relating to Transferred Employees following their transfer to (other than the Buyer; and Excluded Employee Liabilities); (iiif) all Claims liabilities and obligations (including under applicable Environmental Laws and other Laws) arising out of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable relating to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct Buyer’s ownership or operation of the Business and reflected in the Closing Balance Sheet Acquired Assets after the Closing; (subject g) all liabilities and obligations to updates resulting from the ordinary course indemnify and hold harmless any Transferred Employees; and (h) all liabilities and obligations of the Business following the date of the Closing Balance Sheet and until the Closing DateSeller set forth on Schedule 1.3(h).

Assumption of Liabilities. Upon (a) Except as set forth below, upon the terms and subject to the conditions set forth in of this Agreement, as of the Signing Date (but subject Purchaser hereby agrees to the consummation of the Closing), Buyer shall assume, and from and after the ClosingEffective Time, Buyer shall and agrees at all times thereafter to be responsible for, pay, perform and discharge when due, and perform, all of due only the following Liabilities of Seller Groupliabilities, other than the Excluded Liabilities obligations and commitments, whether contingent or otherwise (collectively, the “Assumed Liabilities”): 2.4.1(i) all obligations and liabilities arising out of consumer warranties, diamond bonds, trade-in obligations, store credits, merchandise returns and jewelry care plans; (ii) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of all Contracts, excluding liabilities occurring or relating to the period prior to the Effective Time or resulting from any breach arising out of the assignment of such Contracts; (iii) Sellers’ liabilities and obligations for capital expenditures and other costs to be paid after the Effective Time and made consistent with Section 5.1 hereof for the acquisition, renovation or repair of fixed or capital assets of the Business that are also Acquired Assets; (iv) to the extent provided in Article VI, all obligations and liabilities arising out of, relating to or otherwise in any way in respect of any Transferring Employee with respect to periods from and after the Effective Time, but excluding any liabilities or obligations that are Excluded Liabilities as provided in Section 1.2(b)(vi); (v) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of Taxes attributable to the Business and the Acquired Assets for all taxable periods from and after the Effective Time; (vi) all obligations and liabilities arising out of, relating to or otherwise in any respect of Permitted Liens, but only to the extent that any such Permitted Lien relates to an Assumed Liability under Section 1.3(a)(ii) or Section 1.3(a)(iii) hereof; and (vii) all obligations and liabilities identified on Schedule 1.3(a)(vii). All trade Except as expressly provided in this Agreement or in the Ancillary Documents, Purchaser shall not assume or be liable, nor be deemed to have assumed or be liable for, any liability or obligation of the Sellers or Parent of any nature whatsoever. (b) Purchaser will not assume any liabilities of Sellers or Parent or any of their affiliates other than the Assumed Liabilities (all such liabilities that are not being assumed by Purchaser, the “Excluded Liabilities”), including, but not limited to, the following liabilities: (i) except as otherwise specifically provided in Section 1.3(a), any obligations or liabilities of Sellers or any of their affiliates to the extent arising out of, relating to or otherwise in any way in respect of the Excluded Assets; (ii) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of the merchandise sold on or prior to the Effective Time, except for consumer warranties, diamond bonds, trade-in obligations, store credits, merchandise returns and jewelry care plans assumed pursuant to Section 1.3(a)(i); (iii) all accounts payable and accrued expenses and liabilities (except for the portion of such expenses or liabilities that are subject to proration as provided in Section 5.11) owed by Sellers or Parent in connection with the Business occurring or relating to the period prior to the Effective Time or resulting from the transactions contemplated by this Agreement; (iv) any obligations or liabilities of Sellers or any of their affiliates arising out of, relating to or otherwise in any way in respect of any Intercompany Accounts; (v) any obligations or liabilities of Sellers or any of their affiliates arising out of, relating to or otherwise in any way in respect of this Agreement or the Ancillary Documents; (vi) any obligations or liabilities arising out of, relating to, or otherwise in any way in respect of employment by Sellers of any employee or former employee prior to the Effective Time, any incident or event occurring during the term of employment by Sellers of any employee or former employee, or any injury suffered or illness contracted or any exposure to any substance or condition by any such employee or former employee while so employed by Sellers or Parent at or prior to the Effective Time, in each case whether or not such employee or former employee is later employed by Purchaser; (vii) any obligations or liabilities arising out of, relating to or otherwise in any way in respect of any Employee Benefit Plans or any other “employee benefit plan” (as defined in Section 3(3) of ERISA) sponsored, maintained or contributed by (or with respect to which any obligation to contribute has been undertaken) any of the Sellers, Parent or any ERISA Affiliate; (viii) all obligations and liabilities arising out of Contracts occurring or relating to the period prior to the Effective Time or resulting from the transactions contemplated by this Agreement (excluding any liabilities relating to rent increase provisions set forth in the Leases); (A) any Tax liabilities of Sellers and (B) any liabilities for Taxes related to the Business or the Acquired Assets related to the Pre-Closing Tax Periods. For the avoidance of doubt, the parties acknowledge that the Tax liabilities related to the Business or the Acquired Assets related to the Post- Closing Periods are not Excluded Liabilities and further, for the avoidance of doubt, the liability for Transfer Taxes incurred as a consequence of the transactions contemplated by Seller Groupthe Agreement is governed by Section 5.10(b); (x) any liability or obligation arising out of any cause of action or judicial or administrative action, suit, proceeding, investigation or any other liability relating to any event occurring, or facts, circumstances or conditions existing prior to the Effective Time (whether known or unknown and whether asserted before or after the Closing Date), including any currently pending causes of action or judicial or administrative actions, suits, proceedings or investigations (including those listed on Schedules 3.7 and 3.18), regardless of whether such obligation or liability would constitute a breach of a representation or warranty of Parent or Sellers set forth in this Agreement or any Ancillary Document; and (xi) all trade accounts payable representing amounts payable other liabilities or obligations of Parent or Sellers not acquired or assumed by Purchaser pursuant to suppliers this Agreement, whether or not pertaining to the Business. (c) Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 5.4, this Agreement shall not operate to assign any Acquired Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any Governmental Entity or any other Person, would constitute a breach, default or other contravention or a violation of applicable law. Sellers and Purchaser shall each use commercially reasonable efforts to obtain the consent of such Persons for the assignment thereof to Purchaser prior to the Closing (it being understood that the failure to obtain such consents shall not relieve any party from its obligation to consummate the Closing of the Business, transactions contemplated by this Agreement except to the extent directly related provided in Section 8.1) and otherwise shall comply with the provisions of Section 5.4. (d) Notwithstanding that Excluded Liabilities include (i) all gift cards issued prior to the conduct Effective Time to the extent not redeemed by the Effective Time (“Previously Issued Gift Cards”) and (ii) all layaways as of the Business from Effective Time (“Previously Issued Layaways”), Purchaser agrees to honor, subject to the terms and provisions of Section 5.20 hereof, such Previously Issued Gift Cards and fulfill all Previously Issued Layaways following the Effective Time. Purchaser’s performance with respect to such Previously Issued Gift Cards and Previously Issued Layaways after the Signing Date; 2.4.2Closing shall not be deemed an assignment or transfer to Purchaser of the obligations and liabilities of Sellers thereunder. All Liabilities The parties acknowledge that Sellers have collected all cash with respect to the Transferred EmployeesPreviously Issued Gift Cards and Previously Issued Layaways and any obligations pertaining to compliance with laws with respect thereto, includingincluding the laws of escheat, without limitation, (i) all past obligations shall remain the obligation of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following Sellers or their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)affiliates.

Assumption of Liabilities. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, as of at the Signing Date (but subject Closing the Buyer shall assume and agree to pay, honor and discharge when due only the following liabilities relating to the consummation of the Closing), Buyer shall assume, Assets and from and existing at or arising on or after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities Closing Date (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (i) any and accrued expenses incurred by Seller Groupall liabilities, including all trade accounts payable representing amounts payable to suppliers of the Business, obligations and commitments relating to the extent directly related Business or the Assets that are reflected on the Closing Net Working Capital Statement as finally determined pursuant to the conduct of the Business from and after the Signing DateSection 2.5; 2.4.2. All Liabilities (ii) any and all liabilities, obligations and commitments with respect to the Transferred Employees, including, without limitation, IRB Loan Documents (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses any liabilities, obligations or commitments arising out of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable relating to the Acquired Assets a breach with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related respect thereto that occurred prior to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date); (iii) any and all liabilities, obligations and commitments under the agreements, contracts and commitments set forth in Section 1.1(d) of the Company Disclosure Letter (or not required to be set forth therein because of the amount involved) or in Section 1.1(f) (other than, except as set forth in Section 2.6(a)(v) below, any liabilities, obligations or commitments arising out of or relating to a breach with respect thereto that occurred prior to the Closing Date); (iv) liabilities in respect of Transferred Employees to the extent assumed by the Buyer pursuant to Article VI; (v) any warranty or product liability claim first made after the Closing Date and arising out of products of the Business manufactured or sold prior to the Closing Date, including, but not limited to, the design, manufacture, use, service, repair or sale thereof; (vi) all of the Sellers’ and Guarantor’s obligations to supply service parts under customer Contracts of the Business (including obligations under expired and/or terminated Contracts); and (vii) the Transfer Taxes borne by the Buyer pursuant to Section 4.1.6. (b) At the Closing, the Buyer shall assume the Assumed Liabilities by executing and delivering to the Sellers an assumption agreement in a form reasonably satisfactory to the Sellers (the “Assumption Agreement”).

Assumption of Liabilities. Upon (a) The Partnership hereby agrees to assume, satisfy and discharge: (i) all liabilities and obligations relating to the Transferred Assets arising on or after the Closing Date including those relating to the Contracts; (ii) annual (but not carried forward) employee liabilities for vacation, holiday and sick pay in the amounts set forth on Schedule 1.3; (iii) WinCup's obligations to ▇▇▇▇▇ Paper Company under the Negotiable Secured Note described on Schedule 1.3; and (iv) lease liabilities associated with the closures, respectively, of the distribution centers in Kent, Washington and Tinton Falls, New Jersey but not in excess of $50,000 in the aggregate and the distribution center in Des Plaines, Illinois, in the event it is closed, but not in excess of $150,000 (collectively, the "Assumed Liabilities"). (b) The Partnership will distribute to WinCup, in accordance with the terms and subject of that certain promissory note, in the original principal amount of $1,000,000, the form of which is attached hereto as Exhibit A (the $1,000,000 Note"), the amount of $1,000,000 less any Inventory Deficiency (as hereinafter defined) (the "Payment"). (c) The Partnership shall also assume responsibility for claims related to the conditions set forth in this Agreement, as Foam Business and covered under standard policies of commercial general liability insurance arising from events that occurred prior to the Closing Date but which have not been reported to and are not known to Wincup on or before the Closing Date. (d) As of the Signing Date (but subject to Closing Date, the consummation of the Closing), Buyer Partnership shall assume, and from WinCup shall have no further obligation with respect to, (i) all employee related liabilities and obligations that are payable on or after the Closing, Buyer shall pay, discharge when due, Closing Date with respect to Transferred Employees and perform, all of the following Liabilities of Seller Group, their beneficiaries and dependents other than those liabilities and obligations that arose before the Excluded Liabilities Closing Date which are not assumed pursuant to clause (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable ii) hereafter; and accrued expenses incurred by Seller Group, including (ii) all trade accounts payable representing amounts payable to suppliers of the Business, employee related liabilities and obligations that arose prior to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities Closing Date with respect to the Transferred EmployeesEmployees and their employee benefits to the extent set forth in Article 11 of the Partnership Agreement. (e) It is expressly acknowledged and agreed by the parties hereto that, except for the Assumed Liabilities and the liabilities described in Sections 1.3(c) and 1.3(d) of this Agreement, all other liabilities and obligations of Wincup, whether or not related to the Transferred Assets, whether now existing or arising in the future, fixed or contingent, known or unknown, and attributable to any facts existing on or prior to the Closing Date, including without limitation those arising out of trade accounts payable and litigation matters, shall be and remain the liabilities and obligations of WinCup and shall not be booked as or become a liability of the Partnership. (f) Notwithstanding Section 1.3(a)(i) hereof or any other provision of this Agreement, WinCup shall retain, and the Partnership will assume no liability for, related to, arising out of, under or in respect of any Hazardous Substances existing as of the Closing Date on, in or about the Transferred Assets or the leased premises on which the Transferred Assets are located or any Hazardous Emissions or Handling Hazardous Substances prior to the Closing Date at any location (including, without limitation, (i) all past obligations remote storage, treatment, recycling or disposal sites). For the purposes of this Agreement, the Seller toward following capitalized terms shall have the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).meanings set forth below:

Assumption of Liabilities. Upon At the terms Closing, the Buyer shall ------------------------- assume only the following liabilities of the Sellers (the "Assumed Liabilities"): (i) liabilities reflected on the September Balance Sheets, except for any such liabilities discharged since the date of the September Balance Sheets (the "Balance Sheet Date") and subject except for liabilities excluded from the Draft Closing Balance Sheet pursuant to Section 2.5(a), (ii) liabilities incurred by the conditions set forth Sellers in this Agreementthe Ordinary Course of Business since the Balance Sheet Date, (iii) liabilities under bona fide ---- ---- warranty obligations of the Sellers outstanding as of the Signing Date Closing Date, and (but subject iv) liabilities and obligations under any Contract assigned to the consummation Buyer pursuant hereto, except for any such liabilities or obligations resulting from the actual or alleged breach by any of the Closing)Sellers of any such Contracts. In furtherance of, but without limiting, the foregoing, except to the extent reflected on the September Balance Sheets, the Assumed Liabilities will not include any liabilities or obligations of the Sellers (a) for any Environmental Health and Safety Liabilities resulting from the ownership, operation or condition of the Facilities, or for any liabilities or obligations resulting from any Hazardous Activity conducted on or prior to the Closing Date, (b) for any Taxes resulting from the conduct of the business of the Sellers prior to the Closing Date, (c) to any retired or other former employees of any of the Sellers for salaries or benefits accrued prior to the Closing Date, (d) under any agreements with any employees providing for severance payments in the event such employees are terminated by Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all (e) under any employee benefit plan maintained by any of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred EmployeesSellers, including, without limitation, the defined benefit plan maintained by MSC-UK or (if) all payables relating to the dust monitor business. The Sellers and the Buyer anticipate that the United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 1981 (the "Transfer Regulations") will apply to the sale and purchase under this Agreement in respect of the UK Employees. The Sellers and the Buyer acknowledge and agree that under the Transfer Regulations the contracts of employment between MSC-UK and the UK Employees will have effect after the Closing Date as if originally made between Buyer and the UK Employees. This shall not, however, diminish the Sellers' obligations pursuant to Section 5.2 to indemnify the Buyer against the liabilities specified in clauses (c), (d) and (e) of the preceding sentence or any other liabilities not specifically assumed by the Buyer under this Section 2.4, in relation to the UK Employees or any other past or present employees of MSC-UK or any predecessor of MSC-UK. Notwithstanding the foregoing, the Buyer acknowledges and agrees that it will be responsible for any severance payments imposed by statute incurred when any UK Employee is terminated by Buyer after the Closing. Any liabilities or obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer Sellers that are not Assumed Liabilities are referred to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, herein as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the "Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date)."

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume as of the Signing Closing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the obligations or liabilities of Seller toward under the Transferred Employees; Assumed Contracts, excluding any liabilities arising out of Seller's breach of the Assumed Contracts prior to the Closing, (ii) all ongoing of the obligations toward and liabilities of Seller under the Transferred Employees following their transfer trade accounts payable, including intercompany trade accounts payable of Seller (except to the Buyer; extent paid at Closing pursuant to Section 1.5 and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable owed to Waterlink), and bill▇▇▇▇ ▇▇ excess of costs and accrued expenses expenses, a true and complete list of which as of January 31, 2001 is set forth on SCHEDULE 1.2(a)(ii), (iii) the Severance Obligations (as defined in Section 7.1) and (iv) any liability of Seller for property, payroll and sales taxes incurred by Seller as of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected Closing Date in the Closing Balance Sheet (subject to updates resulting from the ordinary course of its business consistent with past practice, but only to the Business following the date extent accrued and not yet payable as of the Closing Balance Sheet Date (collectively, the "Assumed Liabilities"). On the terms and until subject to the Closing Dateconditions set forth in this Agreement, at the Closing, Purchaser shall assume and agree to pay, perform and discharge when due all of Seller's obligations under the Assumed Liabilities. (b) In no event shall the Assumed Liabilities include (i) inter-company payables or other obligations owing to Waterlink, (ii) any Tax liability of Seller (other than any liability for the Taxes assumed by Purchaser under Section 1.2(a)(iv)), (iii) the Employment Agreements (as defined in Section 2.15(b)), (iv) any indebtedness for borrowed money owed by Seller to any Person except specifically for Item No. 60 in SCHEDULE 2.15, (v) obligations with respect to checks which have been written by Seller but not presented for payment, (vi) obligations with respect to litigation or Environmental Claims (as defined in Section 2.20(e)) against or affecting Seller and (vii) any retention or "stay" bonuses, including without limitation the retention and "stay" bonuses set forth on SCHEDULE 2.6. Seller will continue to be responsible for all obligations and liabilities of Seller not expressly assumed by Purchaser, whether known or unknown and whether they arise prior to or in connection with the transactions contemplated by this Agreement, and Seller will satisfy each such obligation and liability as it becomes due.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions set forth herein, at the Closing Buyer shall assume from Seller (and thereafter pay, perform, discharge or otherwise satisfy in this Agreement, as of the Signing Date (but subject to the consummation of the Closingaccordance with their respective terms), Buyer and Seller shall assumeirrevocably convey, transfer and from and after the Closingassign to Buyer, Buyer shall pay, discharge when due, and perform, all of only the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred (i) Liabilities of Seller reflected on the Closing Working Capital Statement finally determined in accordance with Section 1.6; (ii) Liabilities arising after the Closing under the Assigned Contracts (other than Liabilities arising out of or relating to any act or omission that occurred prior to the Closing); (iii) Liabilities of Seller arising after the Closing under any Assigned Contract included in the Assets that is entered into by Seller Groupafter the date hereof in accordance with the provisions of this Agreement (other than Liabilities to the extent arising out of or relating to any act or omission that occurred prior to the Closing); (iv) Liabilities for pension Liability, including all trade accounts payable representing amounts payable to suppliers of the BusinessAccrued Vacation, retiree medical, flexible spending accounts, sick leave, and personal time, to the extent directly provided in Section 6.2. (v) Warranty obligations and claims and associated costs and damages arising from products (or component parts thereof) delivered after the Closing Date; (vi) Liabilities arising from the defective manufacture of products (or component parts thereof) delivered after the Closing Date, whether manufactured or repaired before, on or after the Closing Date; (vii) Liabilities arising from defects in a product specification and/or design defects in products (or component parts thereof) delivered after the Closing Date, but not including any design defects with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), the Special Business Provisions (787) or the Special Business Provisions (Spares); (viii) Liabilities of Seller described in Schedule 1.2(a)(viii); and (ix) Liabilities arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a product (or component part thereof), Buyer shall assume such Liabilities to the extent that the product was manufactured or produced after the Closing Date; and (B) With respect to exposure to asbestos in a Facility, Buyer shall assume such Liabilities to the extent that the exposure to asbestos occurred after the Closing Date. This Section 1.2(a)(ix) shall not apply to claims for exposure to asbestos asserted under workers compensation Laws. (b) Buyer shall not assume any Liabilities other than the “Assumed Liabilities.” All Liabilities of Seller other than the Assumed Liabilities (the “Excluded Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the generality of the foregoing, “Excluded Liabilities” shall include, without limitation: (i) Liabilities for Income Taxes of Seller; (ii) Liabilities of Seller in respect of transaction costs payable by it pursuant to Section 11.10 hereof or otherwise; (iii) Liabilities of Seller not arising out of or related to the conduct Business or the Assets; (iv) Liabilities of Seller related to all Benefit Plans, except as set forth in Section 6.2; (v) Liabilities of Seller to employees of the Business who are not hired by Buyer immediately following the Closing Date, except as provided in Section 9.2(a)(v); (vi) Liabilities of Seller arising under any Environmental Law relating to conditions existing on or prior to the Closing Date with respect to Seller’s Facilities or to properties formerly owned, operated or used by Seller or the Business and Liabilities relating to properties to which Seller or the Business have sent waste, on or prior to the Closing Date, for treatment, storage or disposal, except as set forth in Sections 6.13 and 9.5; (vii) Liabilities for amounts of Taxes collected or withheld by Seller and payable to any Governmental Authority; (viii) Warranty obligations and claims and associated costs and damages arising from and after products (or component parts thereof) shipped FOB the Signing Facilities or otherwise on or prior to the Closing Date; 2.4.2. All (ix) Liabilities with respect arising from the defective manufacture of products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Transferred EmployeesClosing Date; (x) Liabilities arising from defects in a product specification and/or design defects in products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (xi) Liabilities arising from design defects in products (or component parts thereof), includingbut only with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), without limitationthe Special Business Provisions (787) or the Special Business Provisions (Spares); (xii) Liabilities under Assigned Contracts assumed by Buyer pursuant to Section 1.2(a) that arise after the Closing to the extent arising out of or relating to any act or omission that occurred prior to the Closing; (xiii) Liabilities under any Contract not assumed by Buyer under Section 1.2(a), including Liabilities arising out of or relating to Seller’s credit facilities or any security interest related thereto; (ixiv) all past obligations Liabilities of the Business to Seller toward or to any Affiliate of Seller; (xv) Liabilities of Seller under any easement, access agreement or other document or instrument recorded against or affecting the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer Facilities or any portion thereof, to the Buyer; and extent arising or relating to the period of time prior to Closing; (iiixvi) all Claims Liabilities to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller or any officer, employee or agent of the Transferred Employees Business; (xvii) Liabilities to the extent covered by insurance policies of Seller in effect prior to the Closing; (xviii) Liabilities arising from their employment with the Seller, out of any Proceeding pending as of the Signing Closing, except for Liabilities to the extent such Liabilities relate to any act or omission of Buyer after the Closing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses (xix) Liabilities arising out of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and any Proceeding commenced after the Signing Closing to the extent arising out of or relating to any act or omission occurring on or prior to the Closing Date; 2.4.4. All (xx) Liabilities attributable related to Seller’s use of Intellectual Property on or prior to the Acquired Assets Closing Date; (xxi) Liabilities to the extent arising out of or resulting from Seller’s compliance or noncompliance with any Requirement of Law or Court Order or order of any Governmental Authority; (xxii) Liabilities of Seller under this Agreement or any Seller Transaction Agreement; (xxiii) Liabilities of Seller based upon Seller’s acts or omissions occurring after the exception of the Excluded LiabilitiesClosing; and 2.4.5. All other (xxiv) Liabilities related arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a product (or component part thereof), Seller shall retain such Liabilities to the conduct of extent that the Business and reflected in the Closing Balance Sheet (subject product was manufactured or produced on or prior to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date); and (B) With respect to exposure to asbestos in a Facility, Seller shall retain such Liabilities to the extent that the exposure to asbestos occurred on or prior to the Closing Date. This Section 1.2(b)(xxiv) shall not apply to claims for exposure to asbestos under workers compensation Laws.

Assumption of Liabilities. Upon On the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Signing Date Closing, the following (but subject to and only the consummation following) Liabilities of Sellers (without duplication) existing as of the Closing), Buyer shall assume, and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities Closing (collectively, the “Assumed Liabilities”):) and no others: 2.4.1. All trade accounts payable (a) all Liabilities of Sellers (including liabilities in respect of customer and accrued expenses incurred by Seller Groupsecurity deposits and prepaid items) under the Purchased Contracts, including all trade accounts payable representing amounts payable Purchased Leases, Assigned Permits and Assigned Benefit Plans and Policies that arise on or after the Closing Date or that arise prior to suppliers of the Business, Closing Date to the extent directly related requiring performance after the Closing Date (including, for the avoidance of doubt, lessor property Taxes payable by the lessee as additional rent or otherwise pursuant to the conduct terms of the Business from and after the Signing Datea Purchased Lease); 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (ib) all past obligations of the Seller toward the Transferred Employees; Assumed Trade Payables; (iic) Reserved; (d) subject to Section 3.1(d), all 503(b)(9) Claims; (e) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Customer Programs Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected incurred in the Closing Balance Sheet (subject to updates resulting from the ordinary course of business; (f) subject to Section 2.4(h) and Section 9.5, all Employee Liabilities; (g) all Warranty Obligations; (h) Administrative Professional Claims, if any, that become allowed after the Business following Closing, up to an amount equal to the date excess, if any, of the Administrative Professional Claims Cap over the Administrative Professional Claims Closing Balance Sheet Amount; and (i) Liability for Taxes due or payable that arise after the Petition Date in the ordinary course of business out of the ownership or current operation of the Purchased Assets, except for Income Taxes described in Section 2.4(c) and, subject to Section 11.1, Transfer Taxes. Notwithstanding the foregoing and until for the Closing Date)avoidance of doubt, Assumed Liabilities shall not include any Liability relating to or arising out of any violation of Law by, or any Legal Proceeding against, any Seller or any breach, default or violation by any Seller of or under any Purchased Contracts, Purchased Leases, Assigned Permits and Assigned Benefit Plans and Policies, other than the Cure Amount.

Assumption of Liabilities. Upon In connection with the terms transactions contemplated by Section 2.1, and subject to the conditions except as set forth in this AgreementSection 2.4, Neenah shall, and shall cause the Neenah Parties to, assume on a joint and several basis with Neenah, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of K▇▇▇▇▇▇▇-▇▇▇▇▇ or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, whether due or to become due, including: (a) all Liabilities of K▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Signing Date Neenah Business from the date of the Balance Sheet through the Distribution Date; (but subject b) all Liabilities of K▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries under or related to the consummation Real Estate Leases, the Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Neenah Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of K▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries in connection with claims of past or current employees of the Closing)Neenah Business, Buyer shall assumeexcept as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of K▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Neenah Business or the ownership or use of the Transferred Assets, whether before or after the Distribution Date and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Neenah is liable in accordance with the terms of the Tax Sharing Agreement; (f) all Liabilities of Neenah Michigan; (g) all other Liabilities of K▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, whether existing on the date hereof or arising at any time or from time to time after the date hereof, and from and after the Closingwhether based on circumstances, Buyer events or actions arising heretofore or hereafter, whether or not such Liabilities shall pay, discharge when duehave been disclosed herein, and perform, all whether or not reflected on the books and records of K▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries or Neenah and its Subsidiaries or the following Balance Sheet. The Liabilities of Seller Group, other than the Excluded Liabilities (collectively, described in this Section 2.3 are referred to in this Agreement collectively as the “Assumed Liabilities.”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon Effective as of the terms Closing Date and subject to the terms and conditions set forth in this Agreement, as Purchaser will assume and agree to discharge all liabilities of Seller arising out of the Signing Date Transferred Business, whether known or unknown, whether absolute, accrued, contingent, c▇▇▇▇▇, inchoate or otherwise, whether due or to become due, whether or not determined or determinable (but subject “Liabilities”) which were incurred after October 1, 1997 and were not fulfilled, settled or waived prior to the consummation of the Closing)Closing Date, Buyer shall assume, but excluding all Retained Liabilities as defined and from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities specified in Section 3.02 below (collectively, the “Assumed Liabilities”):). The Assumed Liabilities include the following, in each case except for Retained Liabilities as specified in Section 3.02 below: 2.4.1. All Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers which arose in the ordinary course of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities business with respect to the Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, including, without limitation, all Liabilities of Seller with respect to (i) all past obligations of the Seller toward the Transferred Employees; Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) all ongoing obligations toward employees of Seller engaged in the Transferred Employees following their transfer Business whose employment was terminated prior to the Buyer; Closing Date (“Terminated Employees”) incurred or arising from acts or omissions between October 1, 1997 and the Closing Date (even if asserted after the Closing Date), and (iii) all Claims of the General Counsel Employment Agreement (as defined in Section 7.09.1) and any other employment agreements entered into by Seller with respect to Transferred Employees and Terminated Employees, and such Liabilities in (i), (ii) and (iii) above shall include but not be limited to Liabilities assumed by Purchaser as described in Section 7.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under Seller’s Welfare Plans (as defined in Section 5.12.1 below), (B) for accrued vacation, sick leave, holiday pay or other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by Seller in the Transferred Employees Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below; Section 2.03; Contracts: all Liabilities of Seller which arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have been made against Seller with respect to the Transferred Business (but not paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Transferred Business after October 1, 1997 and prior to the Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from their employment with events occurring in the SellerTransferred Business after October 1, as of 1997 and before the Signing Closing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise Section 2.05; Previous Business of Seller Groupfirst engaged in after October 1, under 1997: all Assigned ContractsLiabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, accruing from and after 1997, but which is not part of Seller’s Business at the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilitiesdate hereof; and 2.4.5. All Section 2.06; Transaction Liabilities: all Liabilities (including any Liabilities under applicable federal and state securities laws) of Seller arising in connection with the investment election offered to employees of Seller to acquire a beneficial interest in Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (as defined in Section 5.12.1 below) in the employee stock ownership plan established by Purchaser (“ESOP”) or the other transactions undertaken in connection therewith (excluding Seller’s Liabilities under this Agreement and the agreements executed in connection herewith), including without limitation, Liabilities arising from or related to any act of Seller with respect to Seller’s Employee Pension Plan, Tax Shelter Annuity Plan, HFA’s Profit Sharing and 401(k) Plan or other Seller’s Plan taken in connection with such election, or liquidation of participant’s investment therein, or any other act or omission of Purchaser (or its officers, directors or employees) the conduct ESOP or its trustee, or any of their respective agents or representatives that results, directly or indirectly, in a Liability to Seller in connection with the Business and reflected transactions contemplated by this Agreement or the transactions described in the Closing Balance Sheet Registration Statement (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Dateas defined in Section 7.13).

Assumption of Liabilities. Upon the terms and subject Subject to the conditions set forth specified in this Agreement, on the Closing Date, Purchasers shall assume and agree to pay, defend, discharge and perform as and when due only the following liabilities and obligations of Seller (the "Assumed Liabilities"): (a) Seller's obligations and liabilities with respect to the (i) Equitable Life Assurance Society of the United States pursuant to Amended and Restated Loan Fund Promissory Note and Security Agreement in an amount not to exceed $2,520,000 (the "Equitable Agreement") and (ii) Paul ▇▇▇▇▇▇ ▇▇▇poration pursuant to that certain letter from Paul ▇▇▇▇▇▇ ▇▇▇poration dated December 21, 1995, to Mike ▇▇▇▇▇, ▇▇ an amount not to exceed $993,000 (the "Revere Agreement"), in each case, accrued as of the Signing Date (Closing Date, but subject not including any obligations or liability for any breach occurring with respect thereto prior to the consummation Closing Date; (b) Seller's obligations and liabilities under the contracts listed on the Contracts Schedule (Schedule 3.10(a)) and on the Customer Contract Schedule (Schedule 3.10(d)) for any activity following the Closing Date, but not including any obligation or liability accruing with respect thereto on or prior to the Closing Date; (c) obligations of continued performance under executory vendor purchase orders for the Closingpurchase of supplies, equipment or services entered into in the ordinary course of business (i) specifically set forth in the "Vendor Order Schedule" (Schedule 1.3(c)), Buyer shall assumeor (ii) as to which the supplies, and from and after equipment or services subject thereto have not been received by the Closing, Buyer shall pay, discharge when due, and perform, all of Seller prior to the following Liabilities of Seller Group, other than the Excluded Liabilities Closing Date (collectively, the “Assumed Liabilities”):"Vendor Orders"), but not including any obligation or liability for any breach occurring with respect thereto prior to the Closing Date; 2.4.1. All trade accounts payable (d) accrued payroll, vacation and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers other benefits of employees of the BusinessSeller generated in the ordinary course of business to the extent specifically set forth on "Employee Accrued Liability Schedule" (Schedule 1.3(d)), but not including any obligation or liability for any breach occurring, or payment due, with respect thereto, prior to the Closing Date; (e) obligations of continued performance under the Assumed Benefit Plans (as defined in Section 11.12(b)), to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilitiesexpressly set forth in Section 11.12(b); and 2.4.5. All (f) other Liabilities related to the conduct of the Business and reflected liabilities incurred in the Closing Balance Sheet (subject to updates resulting from the ordinary course of business and to the Business following extent specifically set forth on the date of the Closing Balance Sheet and until "Other Assumed Liabilities Schedule" (Schedule 1.3(f)), but not including any obligation or liability for any breach occurring, or payment due, with respect thereto, prior to the Closing Date).

Assumption of Liabilities. Upon In connection with the terms transactions contemplated by this Article II, and subject to the conditions except as set forth in this AgreementSection 2.5, as of Halyard shall, or shall cause the Signing Date (but subject Halyard Parties to the consummation of the Closing), Buyer shall assume, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether due or to become due, including: (a) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Healthcare Business from the date of the Balance Sheet through the Effective Time; (b) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries under or related to the Real Estate Leases, the Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Halyard Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries in connection with claims of past or current directors, officers, employees, agents, consultants, advisors and other representatives of the Healthcare Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Healthcare Business or the ownership or use of the Transferred Assets, whether before or after the Closing, Buyer shall pay, discharge when due, Effective Time and perform, all Liabilities relating to Assumed Actions; (e) all Liabilities for which Halyard is liable in accordance with the terms of the following Tax Matters Agreement; (f) the Liabilities set forth on Schedule 2.4(f); (g) all Liabilities assumed by Halyard North Carolina, Inc. pursuant to the Lexington Contribution Agreement; (h) all rebate, chargeback or similar Liabilities arising out of Seller Groupthe ownership or use of the Transferred Assets or the operation of the Healthcare Business (the “Rebates”), other than the Excluded Retained Rebate Liabilities; (i) all customer incentive Liabilities that are accrued by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries in connection with the ownership or use of the Transferred Assets or the operation of the Healthcare Business; and (collectivelyj) all other Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether existing on the date hereof or arising at any time or from time to time after the date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries or Halyard and its Subsidiaries or the Balance Sheet. The Liabilities described in this Section 2.4 are referred to in this Agreement collectively as the “Assumed Liabilities.”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon the terms and subject Subject to the conditions set forth described in this AgreementArticle II, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after the at Closing, Buyer shall shall, pursuant to an Assumption Agreement substantially in the form of Exhibit B (the “UES Assumption Agreement”), assume and agree to pay, perform, satisfy and discharge when due, to the extent not theretofore paid, performed, satisfied and performdischarged, all of the following Liabilities known and identifiable liabilities of Seller GroupUES existing on the Closing Date, other than except the Excluded UES Retained Liabilities (collectively, the “UES Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of UES’s short-term liabilities reflected in the Seller toward Interim Balance Sheet in the Transferred Employees; amounts shown thereon; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and UES’ short-term liabilities incurred after the Signing Date; 2.4.4. All Liabilities attributable Interim Balance Sheet Date in the ordinary course of business in accordance with past practice that are required to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and be reflected in the Closing Balance Sheet in accordance with GAAP, in the amounts shown thereon, including all short-term liabilities included in Net Asset Value and all orders from UES’s customers (subject other than any Liability in respect of any such order arising from any breach or nonperformance thereof prior to updates resulting from the ordinary course Closing Date; (iii) all of UES’s liabilities set forth in the terms of the Business following the date of the Closing Balance Sheet Contracts, offers and until solicitations that are identified in Section 1.2(a)(viii) (other than any Liability under any such Contract, offer or solicitation arising from any breach or nonperformance thereof prior to the Closing Date); (iv) all of UES’s liabilities under Governmental Authorizations and all pending applications for issuance or renewal thereof that (A) are transferable to Buyer hereunder and (B) are either (1) listed on Schedule 4.14 or 4.22 or (2) are obtained or submitted by UES after the date hereof and prior to the Closing Date (other than any Liability under any such Governmental Authorization or application arising from any breach or nonperformance thereof prior to the Closing Date); (v) all liabilities of UES and its Affiliates for all transfer, documentary, sales, use and motor vehicle taxes that result from the sale of the UES Assets pursuant to this Agreement; and (vi) liabilities relating to the HIA Claim but only to the extent such liabilities are less than offsetting amounts received with respect to such claim (i.e., only to the extent Buyer’s participation in the HIA Claim results in a net cash recovery for Buyer).

Assumption of Liabilities. Upon In connection with the terms transactions contemplated by this Article II, and subject to the conditions except as set forth in this AgreementSection 2.5, as of Halyard shall, or shall cause the Signing Date (but subject Halyard Parties to the consummation of the Closing), Buyer shall assume, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether due or to become due, including: (a) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Healthcare Business from the date of the Balance Sheet through the Effective Time; (b) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries under or related to the Real Estate Leases, the Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Halyard Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries in connection with claims of past or current directors, officers, employees, agents, consultants, advisors and other representatives of the Healthcare Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Healthcare Business or the ownership or use of the Transferred Assets, whether before or after the ClosingEffective Time and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Halyard is liable in accordance with the terms of the Tax Matters Agreement; (f) the Liabilities set forth on Schedule 2.4(f); (g) all Liabilities assumed by Halyard North Carolina, Buyer shall payInc. pursuant to the Lexington Contribution Agreement; and (h) all other Liabilities of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, discharge when duewhether existing on the date hereof or arising at any time or from time to time after the date hereof, and performwhether based on circumstances, all events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and its Subsidiaries or Halyard and its Subsidiaries or the following Balance Sheet. The Liabilities of Seller Group, other than the Excluded Liabilities (collectively, described in this Section 2.4 are referred to in this Agreement collectively as the “Assumed Liabilities.”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of the Business following the date of the Closing Balance Sheet and until the Closing Date).

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume, and from and after a) At the Closing, Buyer shall assume and thereafter pay, honor and discharge when due, due and perform, all of payable only the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable (i) all Liabilities of Seller and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable its Affiliates accruing with respect to suppliers of the Business, to the extent directly related to the conduct of the Business from periods commencing on and after the Signing DateEffective Time under the Assumed Contracts and which relate to the performance of the Assumed Contracts after the Effective Time; 2.4.2. All (ii) all Liabilities with respect to employee matters to be assumed or performed by Buyer pursuant to Article 7 (the “Assumed Employment Obligations”); (iii) all Liabilities occurring, arising out of or related to the ownership and operation of the Business and the Transferred EmployeesAssets on and after the Effective Time; and (iv) any Liability created by this Agreement that is the express obligation of Buyer. (b) Buyer does not assume or agree to pay, honor or discharge, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated hereby, to have assumed, or to have agreed to pay, honor or discharge, any Liability of Seller, existing prior to the Effective Time or arising thereafter and which arise out of or relate to or are otherwise attributable to events or circumstances occurring prior to, or in existence prior to, the Effective Time (the “Retained Liabilities”), including, without limitation, the following: (i) all Liabilities related to the employment by Seller or its Affiliates of any current or past obligations of employees prior to the Seller toward Effective Time, other than the Transferred Employees; Assumed Employment Obligations; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and Liabilities arising under any contracts which are not Assumed Contracts; (iii) all Claims Liabilities arising under any actions, suits and proceedings pending or threatened at Law or in equity or before any Governmental Entity (whether or not service of the Transferred Employees arising from their employment with the Seller, process has been perfected) as of the Signing DateEffective Time; 2.4.3. All Liabilities(iv) to the extent that such are unpaid, other than all trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent arising from goods or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other Liabilities related to the conduct of products received or services performed for the Business and reflected in the Closing Balance Sheet (subject to updates resulting from the ordinary course of business and which either (A) are set forth on the Business following Balance Sheets or (B) have been incurred since March 26, 2006 without violating the date terms of Section 6.1 had such terms been in effect as of March 26, 2006; (v) all Liabilities arising from the ownership or operation of any of the Closing Balance Sheet and until the Closing Date)Excluded Assets; and (vi) all Liabilities of Seller that are not Assumed Liabilities.