Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Transferee hereby assumes, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, as of and with effect from the Parties agree, effective at the Effective Time, and Buyer shall pay, perform and discharge assume or to cause its Subsidiaries to assume all Liabilities of Seller or any specific obligations, liabilities, Claims and litigation of the Retained Subsidiaries to the extent relating to or arising out of the Purchased Assets or the Business of whatever kind and nature, primary whether presently in existence or secondaryarising hereafter, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to except for the Business Excluded Liabilities (collectively, the “Assumed Liabilities”) ), including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products following (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior except to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and extent constituting Excluded Liabilities): (a) all current liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued set forth on the Balance Sheet of the Transferor (other than customer deposits shown on and all current liabilities incurred after the Balance SheetSheet Date in the ordinary course of business, to the extent not satisfied prior to the Effective Time; (b) all Liabilities arising under the Purchased Contracts; (c) any Liabilities for Pre-Closing Non-Income Taxes relating to the Purchased Assets, in each case, to the extent included in the calculation of Final Closing Net Working Capital; (d) all Liabilities arising under warranty obligations or arising under applicable product liability, personal injury or tort Laws relating to any products manufactured or sold in the Business prior to, at or after the Effective Time, except for those Liabilities set forth on Schedule 2.04(d) (the “Excluded Product Liabilities”) (excluding the Excluded Product Liabilities, the “Product Liabilities”); (e) all Environmental Liabilities arising at or prior to the Effective Time in connection with or relating to the Business as currently or formerly conducted, the Purchased Assets, the Real Property or any other real or personal property currently owned, leased or operated in connection with the Business or the Purchased Assets, including all Environmental Liabilities arising out of or relating to any building materials (including asbestos, asbestos-containing materials and lead-based paint) and PCBs, except for those Liabilities set forth on Schedule 2.04(e) (the Closing Date“Excluded Environmental Liabilities”); (f) all Liabilities arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time; (g) all Liabilities relating to Purchased Subsidiary Employees, other than any such Liabilities expressly retained by Seller pursuant to Article VII; (h) all Liabilities relating to the International Plans; and (i) any Liabilities with respect to the Business Employees and the Employee Plans expressly assumed by Buyer in Article VII. Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. Transferee hereby assumes(a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of and with effect from 12:00:01 a.m. on the Effective TimeClosing Date, and from and after the Closing Purchaser shall pay, perform and discharge any specific obligationswhen due, all of the following liabilities, Claims obligations and litigation commitments (“Liabilities”) of Seller and the Selling Affiliates, other than any Excluded Liability (the “Assumed Liabilities”): (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Seller and the Selling Affiliates of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, absolute, contingent arising out of or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities conduct of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed the Product or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Acquired Assets or the Business; d. All obligations and liabilities ownership, sale or lease of Transferor arising as a result of being the owner or occupant of, or the operator any of the activities conducted atAcquired Assets, any property (including leasehold real estate)whether arising prior to, at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment on or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date;, including any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. f. All liabilities or obligations relating to customer deposits listed on (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the BusinessSelling Affiliates. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date.The term “Excluded Liability” means:

Assumed Liabilities. Transferee hereby assumesNewCo shall assume, satisfy and thereafter discharge the following Liabilities of Pfizer or its Affiliates, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business applicable (collectively, the “Assumed Liabilities”): (a) including without limitation the following: a. All obligations and liabilities of Transferor all Liabilities under the Contracts; b. All obligationsAssigned Contracts arising after the Closing, liabilities and including all unfulfilled binding commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time made prior to the Closing Date in connection with to purchase inventory that are scheduled to be delivered or provided thereafter; (b) all other Liabilities arising from or relating to the Business, whether disclosed Purchased Assets or undisclosedthe conduct of the Purchased Programs after the Closing, including product liability and infringement claimsall Liabilities under, and obligations and liabilities to comply with, applicable Laws; provided that Assumed Liabilities shall not include any Liability for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, Excluded Taxes; (c) all pending claims and litigation Liabilities arising from or relating to the practice by NewCo, its Affiliates or Sublicensees of any such liabilitiesIntellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the Patent and Know-How License Agreement; c. All obligations and liabilities (d) all Liabilities arising from or relating to the employment or termination of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as employment of any Prospective Employee on or after the Closing Date (except as provided in Section 2.4(c)(ii)); (e) all Liabilities arising from any lawsuits commenced and that relate claims made after the Closing to the Assets extent resulting from the conduct of the Purchased Programs or the Businessownership of, or license to, the Purchased Assets after the Closing, including lawsuits and claims arising from the developing, manufacturing, commercializing, distributing, promoting, packaging, importing, marketing, selling or otherwise exploiting any Product after the Closing, including any post-Closing product liability claims, warranty obligations and intellectual property infringement or misappropriation and irrespective of the legal theory asserted; d. All obligations (f) all Liabilities, including but not limited to any obligation to provide any notices, payments or any other benefits due to any Transferred Employees, if any, and liabilities of Transferor arising any notices due to any Governmental Authority, if any, which may be required as a result of being any “employment loss” (as defined under the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estateWorker Notification Law), at any time in each case, caused by NewCo’s actions that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment occur on or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. All liabilities or obligations relating to customer deposits listed on (g) all Liabilities arising after the Balance Sheet; g. All costs and organizational expenses attributable Closing under the Non-Assignable Assets to the organization and capital structure extent NewCo receives the benefits of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transfereesuch Non-Assignable Asset; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed (h) all Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateset forth in Schedule 2.3(h).

Assumed Liabilities. Transferee On the terms and subject to the conditions set forth in this Agreement, Buyer hereby assumesagrees, as effective at the time of and with effect from the Effective TimeClosing (or the applicable Subsequent Closing or Distribution Center Closing), and shall to assume, pay, discharge and perform and discharge any specific obligationsas required solely under the following Liabilities to the extent exclusively relating to the Acquired Stores or Distribution Center, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether known or unknown, accruedfixed or contingent, absoluteasserted or unasserted, contingent and not satisfied or otherwiseextinguished, whether due as the same shall exist on and after the Closing Date (or to become due, of Transferor relating to the Business applicable Subsequent Closing Date or Distribution Center Closing Date) (collectively, the “Assumed Liabilities”): (a) including without limitation all Liabilities of Seller or any of its Affiliates to be paid or performed after the following: a. All obligations and liabilities of Transferor Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date) under the ContractsAcquired Leases; b. All obligations, liabilities and commitments (b) any Liabilities in respect of Taxes for which Buyer is liable pursuant to Section 5.07; (c) except as contemplated by Sections 2.04(f), 2.04(h) and 2.04(i), all Liabilities of Seller or any and all products (including Inventory) sold, manufactured, designed, marketed of its Affiliates to be paid or promoted by Transferor at any time prior to performed after the Closing Date (or the applicable Subsequent Closing Date) under the CBAs applicable to employees of the Acquired Stores, which shall be assumed in connection accordance with the Business, whether disclosed or undisclosedtheir terms, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating Liabilities related to or arising out of any such liabilities; c. All obligations and liabilities Multiemployer Plan to which Seller or any of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding Seller’s Affiliates contribute as of the Closing Date and that relate to the Assets (or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the applicable Subsequent Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee); and h. All obligations, liabilities, litigation (d) all Liabilities relating to Business Employees to the extent arising after and claims of any nature whatsoever relating to any past, present period of employment with Buyer or future employee any of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of its Affiliates after the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date).

Assumed Liabilities. Transferee hereby assumesSubject to Section 1.5, as on the terms and subject to the conditions of this Agreement, at the Closing, Purchaser will, or will cause the applicable Purchaser Designee(s) to, assume and with effect from the Effective Timebe liable for, and shall pay, perform and discharge any specific obligationsas and when due, the following debts, claims, liabilities, Claims and litigation of whatever kind and natureobligations, primary damages, fines, penalties, costs or secondaryexpenses (whether known or unknown, direct vested or indirectunvested, asserted or unasserted, absolute or contingent, known accrued or unknownunaccrued, accruedassessed or unassessed, absoluteliquidated or unliquidated, contingent actual or otherwisepotential, whether and due or to become due) (each, a “Liability”) of Transferor relating to the Business Asset Sellers (collectively, the “Assumed Liabilities”): (a) including without limitation the following: a. All obligations and liabilities of Transferor all Liabilities under the Business Contracts, including with respect to Customer Programs, but excluding the Retained Customer Program Liabilities; b. All obligations(b) all trade accounts payable, liabilities accrued expenses, accrued receipts and commitments other current liabilities, in respect each case to the extent such Liabilities are of a type included in Closing Net Working Capital; (c) all Liabilities to the extent arising out of or resulting from any and all products product warranty claim, product return (including Inventory▇▇▇▇-▇▇▇▇▇ and instances where product is not physically re-transferred and where a customer is entitled to a return as a matter of Law) soldor recall, in each case, whether prior to, at or after the Closing, with respect to products that were designed, manufactured, designedmarked, marketed distributed or promoted by Transferor sold at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or by the Business; d. All obligations (d) all Liabilities related to the Business arising after the Closing under the Worker Adjustment and liabilities Retraining Notification Act, as amended (“WARN Act”) (or any applicable state Law equivalent) as a result of Transferor action taken by Purchaser or its Affiliates after the Closing; (e) all Liabilities to the extent arising out of or resulting from product liability claims made after the Closing with respect to products of the Business that were designed, manufactured, marketed, distributed or sold at any time by the Business; (f) all Liabilities that arise under or are based upon any Environmental Law, including any Liability for (a) any Release of, or exposure to, any Hazardous Substance, (b) any noncompliance with any Environmental Law or (c) any off-site transportation, storage, disposal, treatment or recycling of any Hazardous Substance (collectively, the “Environmental Liabilities”), in each case, to the extent arising out of or resulting from the conduct or operation of the Business or the ownership or operation of any Acquired Asset (including any Leases constituting an Acquired Asset and the Leased Real Property that is the subject thereof); provided that, notwithstanding anything to the contrary herein, in no case shall any Liabilities covered by this Section 1.4(f) or any other provision of Section 1.4 include any Seller Environmental Liabilities; (g) all (i) Transferred HR Liabilities and (ii) Liabilities relating to any workers’ compensation claim for any Transferred Employee for any injury or exposure to the extent such Liability arises out of or results from injury or exposure occurring after the Closing while working for the Business (or the portion of such Liabilities allocable to the period after the Closing, to the extent arising as a result of being repetitive activities engaged in by the owner Transferred Employee before and after the Closing); (h) all Liabilities arising out of or occupant ofresulting from any causes of action, lawsuits, Judgments, claims or demands to the operator extent arising out of or resulting from the activities conducted at, any property (including leasehold real estate), at any time that relates to operation of the Business, includingexcept for the action set forth on Exhibit 1.4(h) (the “Assumed Litigation”); (i) without duplication, without limitationexpansion, limitation or other modification of any of the types of Liabilities set forth in items (a) through (h) above, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment Liabilities incurred by Purchaser or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating a Purchaser Designee to the Assets extent arising out of or resulting from the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer operation of the Business following the Closing, including Liabilities arising out of or resulting from Transferor to Transfereethe use, ownership, operation or resale of the Acquired Assets following the Closing; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating (j) all other Liabilities to any past, present be paid or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating assumed by Purchaser or a Purchaser Designee pursuant to the Business as express terms of the Closing Datethis Agreement.

Assumed Liabilities. Transferee hereby assumesOn the Closing Date, as of Purchaser shall assume and with effect from the Effective Timebecome liable for, and shall pay, perform and discharge any specific obligations(or cause to be paid, liabilitiesperformed and discharged) when due, Claims the following liabilities and litigation of whatever kind obligations relating to the Product and naturethe Product Line Operations (whether known or unknown, primary or secondary, direct or indirect, whether absolute or contingent, known whether liquidated or unknown, accrued, absolute, contingent or otherwise, unliquidated and whether due or to become due, of Transferor relating to the Business ) (collectively, the “Assumed Liabilities”): (a) including without limitation the following: a. All obligations and all liabilities of Transferor required to be paid, performed or discharged under the Contracts; b. All obligationsAssigned Contracts and Orders from and after the Closing Date (other than such liabilities that were otherwise required to have been paid, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed performed or promoted by Transferor at any time discharged prior to the Closing Date in connection with and relate to goods or services received or sold prior to the Business, whether disclosed or undisclosed, including product liability and infringement claims, Closing Date); (b) all liabilities and obligations required to be performed or discharged under the Assigned Contracts and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns Orders from and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. All (c) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (d) all Losses arising out of claims of third parties due to the use or obligations sale of the Product (whether or not defective) sold from and after the Closing Date by Purchaser or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer any voluntary or involuntary recall of the Business Product sold from Transferor to Transfereeand after the Closing Date; and h. All obligations(e) subject to Section 7.5, liabilitiesall obligations for replacements of, litigation and claims of or refunds for Product, whether or not bearing Reliant’s name or any nature whatsoever relating to any pastReliant Brand, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of sold by Purchaser after the Closing Date.

Assumed Liabilities. Transferee hereby assumes, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating Subject to the Business (collectivelyterms of this Agreement, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date;, Purchaser will be responsible for all obligations and liabilities related to, arising from or associated with use, ownership, operation or maintenance of the Assets which arise prior to the Initial Closing Date or on and after the Closing Date, including the obligations and liabilities set forth below in subparagraphs (a)-(h) inclusive (collectively, “Assumed Liabilities”): f. All liabilities or obligations (a) Liabilities relating to customer deposits listed on the Balance Sheet; g. All costs or resulting from any Pre-Initial Closing Environmental Conditions, Post-Closing Environmental Conditions and organizational expenses attributable Purchaser-Caused Environmental Conditions, including responsibility for any Third Party Claims related to the organization same. (b) Obligations to comply with Environmental Laws and capital structure of Transferee to comply with the Permits listed in Schedule 2.1(d) “Permits,” or otherwise obtained or required in connection with the Assets, prior to the Initial Closing Date or on and all transfer taxes associated after the Closing Date, or in connection with transfer Purchaser’s acquisition of the Business from Transferor Assets, including: (i) obligations to Transfereeimplement actions needed to comply with or operate in compliance with Environmental Laws and any Permits, Orders, variances and approvals prior to the Initial Closing Date or on and after the Closing Date; andand (ii) liability for and in connection with any monitoring, testing, sampling or other environmental investigation required to comply with, or to establish or determine compliance with, applicable Environmental Laws and Permits, Orders, variances and approvals, or as an operational requirement under any applicable Environmental Laws and Permits, Order, variance or approval prior to the Initial Closing Date or on and after the Closing. h. All obligations, liabilities, litigation (c) Obligations arising on and claims of after the Closing Date under any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) pending applications for new Permits relating to the Business as Facility, and any pending applications for amendments, modifications, extensions or renewals of any existing Permits, in each case to the extent that Purchaser desires to proceed with such applications. (d) Obligations under the Assigned Contracts arising after the Closing Date. (e) Any liability, obligation or responsibility under or related to Environmental Laws or the common law caused by the off-Site disposal, storage, transportation, discharge, Release, or recycling of Hazardous Materials, or the arrangement for such activities by Purchaser in connection with Purchaser’s use, ownership, operation or maintenance of the Assets prior to the Initial Closing Date or from and after the Closing Date. (f) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability, obligation or responsibility is known or unknown, contingent or accrued, as a result of any Remediation done by or on behalf of Purchaser or any of its Affiliates in respect of Pre-Initial Closing Environmental Conditions, Post-Closing Environmental Conditions and Purchaser-Caused Environmental Conditions (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of Hazardous Materials that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities by or on behalf of Purchaser to the extent related to Purchaser’s or any of its Affiliates’ ownership, operation or maintenance of the Assets prior to the Initial Closing Date or from and after the Closing Date, at any off-Site location.

Assumed Liabilities. Transferee hereby assumes(a) Except as otherwise provided in this Agreement, as subject to and in accordance with the terms and provisions of this Agreement, at the Closing, Purchaser will assume the payment and with effect from performance obligations of Seller that accrue following the Effective TimeClosing Date under all Assumed Liabilities, and which are listed on Schedule 2.4(a) to this Agreement. Purchaser shall pay, perform and discharge not be liable for or assume any specific obligations, liabilities, Claims and litigation obligations of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating Seller arising subsequent to the Business Closing Date, or any amounts outstanding under any contracts listed on Schedule 2.4(a) which (collectively, the “Assumed Liabilities”a) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time have accrued prior to the Closing Date in connection with or (b) relate to businesses other than Seller’s Business. (b) Except for the BusinessAssumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), whether disclosed it is expressly understood and agreed that Purchaser will not be liable for any obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or undisclosedunderstandings of any kind or nature whatsoever arising from, attributable or related to Seller or the operation of its Business or the ownership or use of Seller’s Assets or any Leased Premises, including product without limitation (i) any such liability arising from events or occurrences prior to the Closing, (ii) any such liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, (iii) any such liability for any period of time for federal, state or local taxes, penalties or interest (including without limitation any property or sales tax liability, penalty or interest) and infringement claims(iv) any such liability for expenses, and debts or obligations and incurred within or outside the ordinary course of business. Anything to the contrary contained herein notwithstanding, Purchaser shall neither assume nor have any obligations or liabilities for refundswhatsoever in respect of any environmental matter, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, any immigration matter or any employment matter including, without limitation, all pending claims severance, the WARN Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit liabilities in respect of any employees, consultants or independent contractors or any Employee Benefit Plan, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the Pension Benefit Guaranty Corporation (the “PBGC”), liability under Section 412 of the Internal Revenue Code, as amended (the “Code”) or Section 102 (a)(2) of ERISA or other similar liability or expense of any Seller and litigation relating Purchaser shall not become a party to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising Employee Benefit Plan as a result of being the owner or occupant of, or the operator any of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Datetransactions contemplated by this Agreement.

Assumed Liabilities. Transferee Subject to the terms and conditions of this Agreement, Purchaser hereby assumesagrees, effective as of the Closing, to assume and with effect from the Effective Time, and shall to pay, discharge and perform in accordance with their terms only the following Liabilities of the Seller Entities and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Rexam Entities (collectively, the “Assumed Liabilities”): (a) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed Liabilities arising out of or promoted by Transferor at any time prior relating to the Closing Date in connection with ownership or use of the Purchased Assets or the operation or conduct of the Business, whether disclosed or undisclosedin either case from and after the Closing, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating except to the extent that any such liabilitiesLiabilities are Excluded Liabilities or otherwise are the express responsibility of Seller, Rexam, a Seller Entity or a Rexam Entity pursuant to this Agreement; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, (b) any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes Liabilities relating to the Assets Transferred Business Employees with respect to any period (or the Business as of portion thereof) commencing on or after the Closing Date; f. All liabilities (c) (i) any and all Liabilities arising out of the Purchased Entity Employee Benefit Plans and (ii) any other Liabilities related to Employee Benefit Plans allocated to Purchaser as set forth in Article V or obligations otherwise set forth on Schedule 1.3(c); (d) any and all Liabilities to the extent (and only to the extent) required to be performed on or after the Closing Date under any Contract, Permit, approval or authorization constituting part of the Purchased Assets, including, subject to Section 1.13, any and all Purchaser Portion of the Shared Contract Liabilities but excluding the Seller Portion of the Shared Contract Liabilities; (e) any and all Liabilities for any trade, account, note or loan payables for goods or services purchased by or provided to the Business from and after the Closing Date; (f) any and all Liabilities to the extent (and only to the extent) relating to customer deposits listed Taxes attributable or imposed on the Balance SheetBusiness or the Purchased Assets for any period (or portion thereof) beginning on or after the Closing Date or that are the responsibility of Purchaser under Article VI other than Excluded Taxes; g. All costs (g) any and organizational expenses attributable all Liabilities to the organization extent (and capital structure only to the extent) arising out of Transferee or relating to any products manufactured at the Facilities on or after the Closing Date; (h) any and all On-Site Environmental Liabilities whether arising prior to, on or after the Closing Date; (i) any and all Liabilities to the extent (and only to the extent) arising out of or relating to violations by Purchaser of, and/or non-compliance by Purchaser with (or, in each case, its Affiliates, including following the Closing, the Purchased Entities) of any Laws relating to occupational safety and health, including the Occupational Safety and Health Administration Act of 1970, on or after the Closing Date; (j) solely to the extent provided in Section 4.7, Liabilities arising out of or relating to the Intercompany Agreements; (k) the other Liabilities set forth on Schedule 1.3(k); and (l) any and all Liabilities arising from advance trade credits and rebates (in each case as calculated in accordance with the Closing Statement Methodologies) to the extent (and only to the extent) related to any Purchased Asset. Seller and Purchaser acknowledge and agree that a single Liability may fall within more than one of Section 1.3(a) through Section 1.3(k); such fact does not imply that (i) such Liability shall be transferred more than once or (ii) any duplication of such Liability is required. Seller and Purchaser further acknowledge and agree that any single Liability that falls within any of Section 1.3(a) through Section 1.3(k) may also be transferred through the purchase of the Purchased Equity as well as through a separate transfer taxes associated with of such Liability as listed in this Section 1.3; such fact does not imply that (A) such Liability shall be transferred more than once or (B) any duplication of such Liability is required. The fact that a Liability may be excluded under one clause does not imply that it is not intended to be included under another clause of this Section 1.3. Seller and Purchaser also acknowledge and agree that (except as otherwise expressly provided in Section 1.4 and subject to the provisions of Article IX), any and all Liabilities of the Purchased Entities as of the Closing, including any and all On-Site Environmental Liabilities and Off-Site Environmental Liabilities of the Purchased Entities, shall transfer to Purchaser by the transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DatePurchased Equity.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, as Buyer agrees, effective at the time of the Closing, to assume all contracts and with effect from Liabilities of Seller or any of the Effective TimeRetained Subsidiaries of any kind, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary character or secondary, direct or indirect, absolute or contingent, description (whether known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor ) primarily relating to or arising out of the Business Purchased Assets or the conduct of the Business, except for the Excluded Liabilities (collectively, the “Assumed Liabilities”) ), including without limitation the following: a. All obligations and liabilities (a) all Liabilities set forth on the Latest Balance Sheet to the extent not satisfied prior to the Closing Date; (b) subject to Section 2.07, all Liabilities of Transferor Seller or any of the Retained Subsidiaries arising under the Contracts; b. All obligations, liabilities and commitments in respect (c) all Environmental Liabilities (other than the Excluded Environmental Liabilities); (d) all Liabilities arising out of any action, suit, investigation or proceeding before any arbitrator or any Governmental Authority, including all actions, suits, investigations and proceedings listed in Section 3.11 of the Disclosure Schedule; (e) all Liabilities relating to any products (including Inventory) sold, manufactured, designed, marketed manufactured or promoted by Transferor at any time sold on or prior to the Closing Date in connection with the Business, whether disclosed or undisclosedDate, including product liability and infringement claims, and warranty obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitiesproduct Liabilities; c. All obligations (f) all Liabilities and liabilities of Transferor under purchase orders commitments assumed by Buyer, or for raw materialswhich Buyer is otherwise responsible, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate pursuant to the Assets or the BusinessSection 8.02; d. All obligations and liabilities of Transferor arising as a result of being (g) the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeTransferred Indebtedness; and h. All obligations(h) all Liabilities and commitments relating to current or former Business Employees, liabilitiesother than any such Liabilities and commitments that are expressly excluded pursuant to Section 2.05(d). Buyer’s obligations under this Section 2.04 shall not be subject to offset or reduction, litigation and claims whether by reason of any nature whatsoever relating actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection herewith or therewith or any right to any past, present indemnification hereunder or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateotherwise.

Assumed Liabilities. Transferee Upon Closing, Buyer assumes and hereby assumesagrees to fulfill, as of and with effect from the Effective Timeperform, and shall paybe bound by, perform pay and discharge any specific obligations(or cause to be fulfilled, liabilitiesperformed, Claims and litigation of whatever kind and nature, primary paid or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”discharged) including without limitation the following: a. All all obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect any kind whatsoever of any and all products (including Inventory) sold, manufactured, designed, marketed Seller arising from or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Closing Date; f. All liabilities Assets or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer ownership or operation of the Business from Transferor to Transferee; and h. All obligationsCompanies, liabilities, litigation and claims of (b) any nature whatsoever obligations under or relating to any pastContracts, present (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or future employee transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the ▇▇▇▇▇, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Business. Notwithstanding ▇▇▇▇▇ or Equipment, (h) any obligation or liability for the foregoingcleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall exclude not include): (i) the Retained Liabilities, (ii) any accounts payable accrued on obligations or liabilities of Seller to the Balance Sheet extent that they are attributable to or arise out of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as ownership, use or operation of the Closing DateExcluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, as Buyer agrees, effective at the time of and with effect from the Effective TimeClosing, and shall payto assume (or to cause to be assumed) all Liabilities to the extent relating primarily to the ownership, perform and discharge any specific obligations, liabilities, Claims and litigation use or operation of whatever kind and nature, primary the Purchased Assets or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwisethe Business, whether due arising prior to, at or after the Closing, other than the Excluded Liabilities (all of the foregoing Liabilities to become due, of Transferor relating to the Business (collectively, be so assumed being herein collectively called the “Assumed Liabilities”) including without ); provided that notwithstanding the transactions contemplated hereby or any provision of this Agreement, all assets and liabilities of the Subsidiary shall remain the assets and liabilities of the Subsidiary. Without limitation of the foregoing, Assumed Liabilities shall include the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and (a) all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability accounts payable and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities accrued expenses of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitationduplication, Assumed Intercompany Payables, but excluding Taxes (which, for the avoidance of doubt, shall be governed exclusively by Section 2.03(i) and Article 8); (b) subject to Sections 2.04(t) and 2.04(u), all obligations Liabilities arising from the design, construction, testing, marketing, service, operation or sale of products and liabilities services of the Business prior to, at or after the Closing, including warranty obligations; (c) all Liabilities of Seller and its Affiliates arising prior to, at or after the Closing under the Contracts relating primarily to the Business (other than the Excluded Contracts); (d) all Liabilities of Seller and its Affiliates arising prior to, at or after the Closing under the Real Property Leases; (e) all Liabilities with respect to Business Employees (including (i) all Liabilities for any claim by a Business Employee under any self-insured health plan of Seller or an Affiliate of Seller incurred prior to the Closing, regardless of when such claim is reported by such Business Employee (but no other Liabilities with respect to a self-insured health plan or any Liability with respect to an insured health plan), (ii) any severance, termination pay, notice period and similar Liabilities arising from the termination of employment of any Business Employees who do not become Transferred Employees and (iii) any Liabilities with respect to any Business Employee who is on short-term disability, pregnancy or parental leave or any other authorized leave of absence immediately prior to the Closing Date and who returns to active employment with Buyer or an Affiliate of Buyer within six months following the Closing Date), excluding any Liabilities expressly set forth as Excluded Liabilities in Section 2.04 (such non-excluded compensation and benefits, “Assumed Compensation and Benefits”); (f) all Liabilities arising under any action, suit, investigation or proceeding by or on behalf of or with respect to any Business Employee; (g) all Liabilities arising under the Assumed Plans; (h) subject to Section 11.07, all Liabilities arising out of or relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment any Environmental Condition in connection with or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Purchased Assets or the Business as of the Closing DateReal Property (other than any Excluded Environmental Liabilities); f. All liabilities (i) all Liabilities for or obligations relating with respect to customer deposits listed on the Balance SheetTaxes for which Buyer bears responsibility pursuant to Article 8; g. All costs and organizational expenses attributable (j) all Liabilities under any lease required to the organization and capital structure of Transferee and all transfer taxes associated be classified as a capitalized lease obligation in accordance with transfer of the Business from Transferor to TransfereeGAAP; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed (k) all other Liabilities shall exclude any accounts payable accrued set forth on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSchedule 2.03(k).

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, as of at or prior to the Closing, Parent shall, or shall cause its Subsidiaries to, convey, transfer, assign and with effect from deliver to the Effective TimeAcquired Companies, and Parent shall paycause the Acquired Companies to assume from Parent and its Subsidiaries, perform and discharge any specific all debts, obligations, liabilitiescontracts and liabilities of Parent and its Subsidiaries (or any predecessor of Parent or any of its Subsidiaries or any prior owner of all or part of their respective businesses and assets) of any kind, Claims and litigation of whatever kind and nature, primary character or secondary, direct or indirect, absolute or contingent, description (whether known or unknown, accrued, absolute, contingent or otherwise, whether due ) to the extent arising out of the Transferred Assets or to become due, of Transferor the extent relating to or to the extent arising out of the conduct of the Business (as currently or formerly conducted) (collectively, the “Assumed Liabilities”), it being understood and agreed that with respect to each Assumed Liability, Parent shall cause each Assumed Liability to be assumed by the Acquired Companies in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan). Notwithstanding anything to the contrary herein, the Assumed Liabilities shall also include (regardless of whether they relate to or arise out of the Transferred Assets or the conduct of the Business, but in any event, excluding Excluded Taxes): (a) including without limitation all Indebtedness included in Closing Indebtedness and not being repaid at or prior to the following:Closing; a. All (b) all liabilities and obligations of Parent and liabilities of Transferor its Subsidiaries arising under the Transferred Contracts; b. All obligations, (c) all liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets products manufactured or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or sold by the Business as of on or prior to the Closing Date; f. All (d) the debts, obligations, contracts and liabilities or obligations relating to customer deposits listed set forth on Section 2.04(d) of the Balance SheetParent Disclosure Schedule; g. All costs and organizational expenses attributable (e) the Assumed Liabilities that are assumed by any Acquired Company as set forth in Article 7; (f) the Restructuring Costs (other than the Prepaid Restructuring Costs), in aggregate amount not to exceed $5,000,000 (the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee“Assumed Restructuring Costs”); and h. All obligations(g) the liabilities included in Closing Net Tangible Assets. Notwithstanding anything to the contrary herein, liabilitiesnothing in this Agreement shall require Parent or any of its Subsidiaries to convey, litigation and claims of any nature whatsoever relating transfer, assign or deliver to any past, present or future employee Acquired Company any Assumed Liability that is held by an Acquired Company as of the Business. Notwithstanding the foregoingdate hereof, the Assumed Liabilities which will continue to be a debt, obligation, contract or liability, as applicable, of such Acquired Company; it being understood and agreed that Parent shall exclude any accounts payable accrued on the Balance Sheet cause each Acquired Company to convey, transfer, assign and deliver effective as of the Transferor Closing, to one or more of Parent or its Subsidiaries (other than customer deposits shown on the Balance SheetAcquired Companies), and Parent shall cause one or more of its Subsidiaries (other than the Acquired Companies) relating to the Business assume, in each case, effective as of the Closing DateClosing, all debts, obligations, contracts and liabilities of the Acquired Companies (or any predecessor of any of them or any prior owner of all or part of their respective businesses and assets) of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) that are not Assumed Liabilities (all of which shall be Excluded Liabilities).

Assumed Liabilities. Transferee hereby assumes(a) Buyer agrees to assume all of the obligations of the Seller under the Intellectual Property Licenses transferred by Seller to Buyer hereunder; provided, as however, that Buyer assumes no liability under any Intellectual Property License arising out of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to acts or omission of Seller, the Business conduct of the business or operations of Seller, or the failure to obtain any consent necessary to transfer any Intellectual Property License (collectively, the “Assumed License Liabilities”). Buyer agrees to assume all obligations relating exclusively to Buyer’s use of any of the Intellectual Property Authorizations pursuant to the exercise of Buyer’s rights to use such Intellectual Property Authorizations as set forth in Section 1.1. above (collectively, the “Assumed Intellectual Property Authorization Liabilities” and collectively with the Assumed License Liabilities, the “Assumed Liabilities.” For the avoidance of doubt: (i) including without limitation except with respect to the following: a. All obligations Assumed Intellectual Property Authorization Liabilities, Buyer shall assume no obligation, responsibility or liability relating to the Intellectual Property Authorizations, and liabilities of Transferor under Seller shall retain the Contracts; b. All right, in its sole discretion, to continue or discontinue all Intellectual Property Authorizations, and shall remain responsible for all obligations, responsibilities or liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior relating to the Intellectual Property Authorizations whether arising before or after the Closing Date in connection with Date, and (ii) the Businessparties acknowledge that Buyer does not assume any obligation, whether disclosed responsibility or undisclosedliability relating to the Regulatory Data, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims any responsibility to update or maintain any Regulatory Data. (b) Upon the sale and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date Mammography Intellectual Property, except for the Assumed Liabilities, Buyer shall not assume and that relate to the Assets shall not be liable for any debt, obligation, responsibility or the Business; d. All obligations and liabilities liability of Transferor arising as a result Seller or any affiliate of being the owner or occupant ofSeller, or the operator any claim against any of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, whether known or unknown, contingent or absolute, asserted or unasserted, or otherwise (all such liabilities of Seller, the Assumed Liabilities “Retained Liabilities”). Seller shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateremain responsible for such Retained Liabilities.

Assumed Liabilities. Transferee hereby assumes, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating Anything in this Agreement to the Business contrary notwithstanding, at the Closing the Buyer shall not assume any liability or obligation of any nature of the Sellers (or the Seller Subsidiary) whatsoever, except for those liabilities that are set forth on Schedule 2.1 (collectively, the “Assumed Liabilities”) including without limitation ). For the followingavoidance of doubt, except as set forth on Schedule 2.1 the Buyer shall have no liability with respect to the following claims, liabilities or obligations: a. All obligations and liabilities (a) Any liability or obligation of Transferor under the ContractsSellers or the Seller Subsidiary; b. All obligations(b) Any Tax liability of any other Person for which the Sellers or the Seller Subsidiary are or may be liable, by operation of Law, as a transferee or successor, by Contract, or otherwise; (c) Any claims, liabilities or obligations of the Sellers under this Agreement or any Contract to be entered into pursuant hereto; (d) Any claims, liabilities or obligations of the Sellers or the Seller Subsidiary under any Contract other than as expressly set forth in Schedule 2.1, notwithstanding that such Contract may be disclosed in the Seller Disclosure Schedule or otherwise known to the Buyer or that a Seller’s or the Seller Subsidiary’s claims and commitments rights under such Contract may be included in the Acquired Assets; (e) Any claims, liabilities or obligations of the Sellers or the Seller Subsidiary with respect to the employment of any employee or group of employees, or the terms thereof, whether union or nonunion, whether the claim, liability or obligation calls for performance or observance before, at or after the Closing and all products whether the claim, liability or obligation arises from a collective bargaining agreement or other form of Contract (including Inventorywhether oral or written and whether express or implied in fact or in law) soldor any past practice or custom or otherwise, manufacturedit being understood and agreed that the Buyer will itself be specifying the terms on which it offers employment to any individual to whom it, designedin its sole discretion, marketed chooses to offer employment and will not be bound by any term of employment in effect at or promoted by Transferor at any time prior to the Closing Date in connection with the BusinessClosing; (f) Any claim, whether disclosed liability or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating obligation arising from or related to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeExcluded Assets; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating (g) Any fee or expense to any past, present be borne by the Sellers pursuant to Section 13.1. Any liability or future employee obligation of the Business. Notwithstanding Sellers or the foregoingSeller Subsidiary, other than the Assumed Liabilities Liabilities, shall exclude any accounts payable accrued on be referred to herein as the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date“Excluded Liabilities”.

Assumed Liabilities. Transferee Subject to the terms and conditions set forth herein, effective at the Closing, Purchaser hereby assumes, as of assumes and with effect from the Effective Time, and shall agrees to pay, perform and discharge any specific obligationsdischarge: (a) all Liabilities of Seller under the Specified Contracts (including all royalty and milestone payments accrued on or after the Closing under (x) [*], liabilities, Claims and litigation but only to the extent such Liabilities (i) relate to the ownership of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor conduct relating to the Purchased Assets or the Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date; (b) all Liabilities relating to the Purchased Assets or the Products, but only to the extent such Liabilities (i) relate to the ownership of or conduct relating to the Purchased Assets or the Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date, including (A) all post-marketing approval studies, commitments and regulatory requirements of the FDA or any other Governmental Entity, (B) except as otherwise provided in the Pharmacovigilance Agreement, all pharmacovigilance activities for the Products and (C) all conduct of Purchaser or its Affiliates after the Closing (regardless of whether relating to the continuation of any arrangements initiated by or on behalf of Seller prior to the Closing); (c) Purchaser’s portion of Transfer Taxes under Section 6.1; (d) any Taxes imposed with respect to, arising out of or relating to the Specified Business or the Purchased Assets for any Post-Closing Tax Period; (e) all Liabilities related to employment or service of the Transferring Employees with Purchaser or any Affiliate of Purchaser to the extent arising at any time following the Closing, including (i) salary, employee benefits and incentive compensation incurred, and any paid time off accruing, at any time following the Closing, and (ii) any obligations for severance, retention payments and benefits, and similar payments and benefits to the extent arising following the Closing (which, for the avoidance of doubt, shall not include the Excluded Payroll Obligations); (f) all retention and similar payments owed to the Transferring Employees, incurred as a result of or following the transactions contemplated hereby (whether alone or in connection with concurrent or subsequent events); (g) any employment, service, compensation or benefit arrangements implemented by, or at the request or direction of, Purchaser or any of Purchaser’s Affiliates at any time whether prior to, as of, or following the Closing (including any offer of employment or engagement with Purchaser or any Affiliate of Purchaser made prior to the Closing pursuant to this Agreement or otherwise); (h) the employer portion of any payroll, social security, employment, unemployment or similar Taxes arising from or incurred or accrued with respect to any amounts described in this Section 2.3; (i) [*]; and (j) with respect to any Action alleging unlawful conduct with respect to the Specified Business, Purchased Assets or Products that occurred exclusively following Closing, the full liability for such Action, or where such unlawful conduct is alleged to have occurred both in the period prior to Closing and the period following Closing, the liability for such Action in proportion to Purchaser and its Affiliates’ relative unlawful conduct (based on the respective time periods of such conduct and associated liabilities) ((a) through (j) collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoingprovided that, the Assumed Liabilities shall exclude not include any accounts payable accrued liabilities set forth on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSchedule 2.4.

Assumed Liabilities. Transferee hereby assumesFrom and after the Closing Date, as of and with effect from the Effective Time, and Buyer shall pay, perform and discharge any specific obligationsdischarge, liabilities, Claims as and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether when due or as may otherwise be agreed between Buyer and the obligee, all of the Assumed Liabilities. The “Assumed Liabilities” are specifically as follows: (a) all Liabilities of Sellers set forth on Schedule 2.4(a), which may be amended by Buyer in its sole and absolute discretion to become dueinclude any or all of Seller’s employee benefits plans (including 401(k) plans) on or prior to the date that is five (5) days prior to the Closing; (b) all Liabilities under the Purchased Contracts accruing after the Closing; (c) all Liabilities arising from the sale of Products after the Closing pursuant to product warranties, product returns and rebates; (d) all Liabilities with respect to the Business or the Purchased Assets arising after the Closing, including all Employee Obligations to any Buyer Employee arising out of Transferor such Employee’s employment by Buyer or its Affiliates; (e) [Intentionally Omitted]; (f) all Liabilities under Sellers’ gift cards relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the ContractsBusiness; b. All obligations, liabilities and commitments in respect of any and (g) all products Liabilities (including Inventoryall liens, security interests or other encumbrances associated therewith) soldconstituting Prepetition First Lien Obligations and the Unpaid Postpetition DIP Obligations, manufacturedin each case, designedwhich shall be governed by the Restructured First Lien Credit Agreement from and after the Closing; (h) all Liabilities (including all liens, marketed security interests or promoted other encumbrances associated therewith) constituting $10,000,000 of Prepetition Second Lien Obligations, which shall be governed by Transferor at any time prior to the Closing Date in connection with Restructured Second Lien Credit Agreement from and after the BusinessClosing; (i) unused vacation, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability sick leave and other claims, including, without limitation, all pending claims paid time off earned and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding accrued as of the Closing Date and that relate by Buyer Employees; (j) all Liabilities relating to amounts required to be paid or otherwise satisfied by Buyer hereunder; (k) any WARN Act Liabilities arising following the Closing Date, including as provided in Section 2.7(c)(ii); (l) all costs pursuant to the Assets or Designation Rights Budget to the Business;extent set forth in Section 2.7(c); and d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estatem) subject to Section 9.1(g), at any time the Cure Amounts, as determined by the Bankruptcy Court, if any, necessary to cure all defaults, if any, and to pay all actual or pecuniary losses that relates have resulted from such defaults under the Purchased Contracts assumed and assigned to the Business, including, without limitation, all obligations and liabilities relating Buyer in accordance with this Agreement. Sellers have provided to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business Buyer a schedule set forth on Schedule 2.4(m) setting forth a good faith estimate as of the date hereof of all Cure Amounts for all Purchased Contracts, which schedule the Sellers shall update on or prior to the date that is ten (10) days prior to the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure . Buyer’s assumption of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on in no way expand the Balance Sheet rights or remedies of the Transferor (other than customer deposits shown on the Balance Sheet) relating third parties against Buyer as compared to the Business as of the Closing Daterights and remedies which such parties would have had against Sellers had this Agreement not been consummated.

Assumed Liabilities. Transferee Buyer hereby assumesassumes and agrees to undertake, as of and with effect from the Effective Time, and shall pay, perform and/or discharge only (i) the Liabilities arising from and discharge after the Closing Date pursuant to the Contracts set forth on Schedule 1(c)(i) and Schedule 1(c)(ii) attached hereto and the Leases set forth on Schedule 1(f)(i) and Schedule 1(f)(ii) attached hereto, but in each case only to the extent the Contract and/or Lease is not in default and only to the extent that the Liability relates to the performance of the applicable Contract and/or Lease by Buyer or its assignee after the Closing and from a set of circumstances that began after the Closing, and (ii) the monthly lease rentals related to the Leases arising from and after the Effective Date, but in each case only to the extent the Lease is not in default and only to the extent that the monthly lease rental relates solely to the period after the Effective Date (iii) any specific obligationsexpenses incurred to purchase inventory for the period after the Effective Date (with the understanding that all purchases of inventory on or after the Effective Date shall be owned by the Buyer), and (iv) any liabilities related to wages and/or salaries of the Employees (who are Employees during the period between the Effective Date and the Closing Date) incurred after the Effective Date (collectively, the "Assumed Liabilities"). For purposes of this Agreement, the term "Liability" shall mean any commitments, debts, liabilities, Claims obligations (including contract and litigation capitalization lease obligations), indebtedness, accounts payable, accrued expenses of whatever kind any nature whatsoever, losses, damages and naturecosts (whether any of the foregoing are known or unknown, primary secured or secondaryunsecured, asserted or unasserted, absolute or contingent, direct or indirect, absolute accrued or contingentunaccrued, known liquidated or unknown, accrued, absolute, contingent or otherwise, whether unliquidated and/or due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed), including product any liability and infringement claims, and obligations and liabilities or obligation for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateTaxes.

Assumed Liabilities. Transferee hereby assumesBuyer shall assume the following Liabilities of Epod UK or Parent, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business applicable (collectively, the “Assumed Liabilities”): (a) including without limitation The purchase orders as of the following:Closing Date from Epod UK’s customers regarding the Products, accepted in the ordinary course of the Business. a. (b) The purchase orders of Epod UK as of the Closing Date to its suppliers regarding the Business, so long as such purchase orders were accepted in the ordinary course of the Business as conducted by Epod UK and contain pricing and other terms which are usual and ordinary in the normal course of the Business. (c) All executory duties and obligations of Epod UK (and, as applicable, the Parent) under all of the Assumed Contracts as provided in the Assignment and liabilities Assumption of Transferor under the Contracts;Contract Agreement attached hereto as Exhibit C. b. All obligations, liabilities and commitments in respect (d) The outstanding balance of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time of Epod UK’s trade debt Liabilities incurred prior to the Closing Date in connection with the ordinary course of the Business, whether disclosed or undisclosed, including product liability as set forth on Schedule 5.02(d) . (e) All warranties and infringement claimsservice obligations arising after the Closing Date with respect to any Products sold by Epod UK prior to the Closing Date. (f) All accrued and unpaid property Taxes as of the Closing Date on the Acquired Assets. (g) All sales and use Taxes due with respect to all Accounts Receivable included in the Acquired Assets, and all other accrued and unpaid sales and use Taxes due as of the Closing Date. (h) All of Epod UK’s obligations and liabilities for refundsunder existing benefit plans arising on or after the Closing Date. (i) The warrants (the “Warrants”) issued to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Parent Investor”) by the Parent which warrants shall, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate under their own terms, automatically be deemed warrants to purchase solely shares of Common Stock of the Buyer. (j) The secured convertible debentures (the “Debentures”) issued to the Assets or Parent Investor by the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant ofParent which Debentures shall, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date;Date and under their own terms, automatically be deemed to be convertible solely into shares of Common Stock of the Buyer. f. All liabilities or obligations relating to customer deposits listed on (k) Those certain (i) (A) debenture, and (B) guaranty and indemnity, between Epod UK and the Balance Sheet; g. All costs Parent Investor, and organizational expenses attributable (ii) (A) Share Pledge Agreement, and (B) Non-Recourse Guaranty, between Mr. Michael Matvieshen and the Parent Investor, evidencing the security interest granted to the organization Parent Investor to secure the Parent’s obligations under the Debentures. (l) The warrants (the “Financial Advisor Warrants”) issued to Baneberry Capital Corp. and capital structure of Transferee and all transfer taxes associated with transfer of CCI Financial Group Inc. by the Business from Transferor to Transferee; and h. All obligationsParent which Financial Advisor Warrants shall, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateDate and under their own terms, automatically be deemed warrants to purchase solely shares of Common Stock of the Buyer. (m) Any Liabilities arising out of or in connection with any Indebtedness of Epod UK for borrowed money.

Assumed Liabilities. Transferee hereby assumesBuyer shall assume and agree to honor, as of and with effect from the Effective Time, and shall pay, perform pay and discharge any specific obligations, liabilities, Claims and litigation when due only the following Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Seller (collectively, the “Assumed Liabilities”) including without limitation the following), and no others: a. All obligations and liabilities (a) all Liabilities of Transferor Seller under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring after the Closing Date; b. All obligations(b) all Liabilities of Seller under the Registrations to be performed after the Closing Date, liabilities but only to the extent such Liabilities relate to any event, circumstances or conditions occurring after the Closing Date; (c) all Liabilities relating to the Sun Litigation, other than (i) Liabilities that arise as a result of actions taken or omitted by Seller and commitments its Affiliates on or prior to the Closing Date (unless taken or omitted with the consent of Buyer), and (ii) all fees, costs and expenses incurred by or on behalf of Seller or any of its Affiliates with respect to the Sun Litigation on or prior to the Closing Date (including attorneys’ fees); (d) all other Liabilities (other than Excluded Liabilities) arising out of the conduct of the Business or arising out of or related to the Assets, but in respect each case solely to the extent such Liabilities are incurred or relate to events, circumstances, conditions, actions or activities occurring after the Closing Date, including, without limitation, any product liability, product warranty, product return, charge-back, rebate or Medicaid, Medicare or other reimbursements, or similar claim, related to the CV Products sold after the Closing Date; (e) all [****]* (f) all Liabilities relating to Taxes attributable to ownership of the Assets and operation of the Business during periods beginning after the Closing Date, but not including, for the avoidance of doubt, Taxes that are payable after the Closing Date relating to taxable periods, or portions thereof, ending on or prior to the Closing Date, determined, in the case of any period that includes but does not end on the Closing Date, on a pro rata per diem basis; and (g) all costs and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to expenses incurred after the Closing Date in connection with the Business, whether disclosed or undisclosedrelated to the[****]*, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health work or agreements related thereto, and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes [****]*relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations[****]*, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date[****]*.

Assumed Liabilities. Transferee hereby assumesAt the Closing, Purchaser shall assume and agree to pay, discharge or perform, as appropriate, the following, and only the following, liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and with effect from obligations of Seller in respect of the Assumed Contracts that are disclosed in the text of the Assumed Contracts (including any exhibits or other attachments) as delivered to Purchaser prior to the Effective TimeDate and accrue subsequent to the effective time of the Closing; provided, that, without limiting the generality of the foregoing, Purchaser shall not, and shall does not, assume or agree to pay, discharge or perform (i) any liabilities or obligations required to be performed by Seller prior to the Closing Date, (ii) any liabilities or obligations arising out of any breach by Seller of any provision of any Assumed Contract prior to the Closing Date, or the date of assignment if later, or (iii) amounts owed by Seller for goods purchased by Seller, or services provided to Seller, prior to the Closing Date; (b) all liabilities and obligations of Seller in respect of the Real Property Lease that are disclosed in the text of the Real Property Lease (including any exhibits or other attachments) as delivered to Purchaser prior to the Effective Date and accrue subsequent to the effective time of the Closing; provided, that, without limiting the generality of the foregoing, Purchaser shall not, and does not, assume or agree to pay, discharge or perform (i) any specific obligationsliabilities or obligations required to be performed by Seller prior to the Closing Date, liabilities, Claims and litigation or (ii) any liabilities or obligations arising out of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or any breach by Seller of any provision of the Real Property Lease prior to become due, of Transferor the Closing Date; (c) all liabilities relating to the Transferred Business accruing after the Closing; (collectivelyd) as set forth in Section 8.3, one-half of any federal, state or local tax incident to or arising as a consequence of the “Assumed Liabilities”negotiation or consummation of this Agreement and the transactions contemplated hereby by Seller; (e) any liability or obligation arising after the Closing with respect to any Plant Employees employed or engaged by Purchaser after the Closing, including without limitation any liability for salaries, wages, payroll taxes, severance pay entitlements, health, medical, retirement, vacation or deferred compensation benefits or any other obligations or expenses arising out of or relating to the following: a. All obligations employment by Purchaser of the Plant Employees or Purchaser's termination of such employees. Purchaser shall retain and shall assume and discharge all liabilities of Transferor and costs under the ContractsConsolidated Omnibus Budget Reconciliation Act, as amended ("COBRA") (including liabilities for violations thereof) as to those employees Plant Employees that commence employment with Purchaser immediately following the Closing for all "qualifying events" (as defined in COBRA) occurring with respect to those Plant Employees that commence employment with Purchaser and their dependents after the Closing; b. All obligations(f) all accrued but unpaid vacation determined as of the Closing Date for the Transferring Employees (for clarification purposes, Purchaser shall not incorporate such vacation expense for the Transferring Employees into the cost of goods under the Supply Agreement); (g) any liability and obligation, including open purchase orders that relate to the new Thomas Engineering, Inc. tablet press, approved by Purchaser in ▇▇▇▇▇ng prior to the Closing Date, that are not incurred or paid as of the Closing Date; or (h) those certain liabilities and commitments obligations for inventory in respect of any and all products transit at Closing that are (including Inventoryx) sold, manufactured, designed, marketed or promoted by Transferor at any time set forth on SCHEDULE 1.4.1(h) as amended no less than three business days prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating consent (not to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as be unreasonably withheld) of the Closing Date Purchaser and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of y) not included in the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateInventory Balance.

Assumed Liabilities. Transferee hereby assumesAt the Closing, on the terms and subject to the conditions set forth herein, except as of otherwise set forth in the Employee Matters Agreement, AHD shall assume and with effect from the Effective Timebe liable for, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become when due, all of Transferor relating to the Business following Liabilities of Atlas and the Atlas Subsidiaries (including the Purchased Entities) as of the Closing Date (collectively, the “Assumed Liabilities”): (a) all monetary and non-monetary Liabilities of Atlas or any of the Atlas Subsidiaries under Transferred Business Contracts or Transferred Real Property Leases, including without limitation the following: a. All obligations and liabilities all Liabilities that arise out of Transferor under the Contractsor relate to any breach of any such Transferred Business Contracts or Transferred Real Property Leases, whether such breach currently exists or occurs before or after Closing; b. All obligations, liabilities (b) all Specified Current Liabilities; (c) [Reserved] (d) all Liabilities of Atlas or any of the Atlas Subsidiaries to the extent related to the Transferred Business or the Purchased Assets and commitments in respect (1) arising from or related to the Release or threatened Release of any and all products Hazardous Materials (including Inventoryor allegation of same) sold(i) on, manufacturedfrom or adjacent to any of the Purchased Assets or any other property currently or formerly owned, designedoperated or leased by or used in the Transferred Business, marketed or promoted by Transferor at (ii) on or from any time prior other property where Hazardous Materials are or were (or are or were alleged to the Closing Date be) Released, threatened to be Released, discharged or disposed of in connection with the Purchased Assets, the Transferred Business or any other property currently or formerly owned, operated, or leased by or used in the Transferred Business, whether disclosed or undisclosednot, including product liability and infringement claimsin any case, and obligations and liabilities for refundssuch Release, adjustmentsthreatened Release, allowancesdischarge or disposal was in compliance with Environmental Law, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate (2) arising from or related to the violation of any Environmental Law (or allegation of same), by Atlas or any other Person in connection with the Purchased Assets or the Transferred Business, or any property currently or formerly owned, operated or leased by or used in the ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (3) arising under any Environmental Law or (4) for claims relating to employee heath and safety, including claims for injury, sickness, disease or death of any person; d. All obligations and liabilities (e) all Liabilities of Transferor arising as a result of being the owner Atlas or occupant of, or the operator any of the activities conducted at, any property (including leasehold real estate), at any time that relates Atlas Subsidiaries to the Businessextent related to the Purchased Assets or to the extent related to the Transferred Business (i) arising out of or resulting from non-compliance with any Law or Order of any Governmental Entity (whether such non-compliance occurred before or after the Closing) or (ii) arising out of any Action, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and whether pending or commenced before or after the environment or any hazardous or toxic wastes, substances or materialsClosing; e. All accrued personal property (f) all Liabilities, whether occurring or accruing before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, and real estate taxes relating to the Assets not satisfied or the Business extinguished as of the Closing Date, to the extent arising out of or resulting from the Purchased Assets or to the extent related to the Transferred Business, or to the extent arising under or related to the ownership and operation of the Transferred Business or the ownership, control or use of the Purchased Assets, including any such Liabilities of Atlas or any Atlas Subsidiary as a control person, member of an affiliated group or a parent entity under applicable Law; f. All (g) all Liabilities to the extent arising under or related to the organization, promotion, marketing, securities offerings, management, operations or supervision of the Drilling Partnerships, including any such liabilities as a “control person” under Section 15 of the Securities Act or obligations other provision of applicable Laws; (h) other than any Indebtedness under or in respect of (i) the Indenture, dated as of January 23, 2008, among Atlas Energy Operating Company, LLC, Atlas Energy Finance Corp., ATN, the subsidiaries named therein and U.S. Bank National Association, as trustee (as it may be amended, supplemented or restated and in effect from time to time), (ii) the Senior Indenture, dated as of July 16, 2009, among Atlas Energy Operating Company, LLC, Atlas Energy Finance Corp., ATN, the subsidiaries named therein and U.S. Bank National Association, as trustee (as supplemented by the First Supplemental Indenture dated July 16, 2009 and as it may be amended, supplemented or restated and in effect from time to time) and (iii) the Revolving Credit Agreement, dated as of June 29, 2007, among Atlas Energy Operating Company, LLC, ATN, J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as administrative agent, Wachovia Bank, N.A., as syndication agent and the other lenders signatory thereto (as it may be amended, supplemented or restated and in effect from time to time), any and all Indebtedness to the extent relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeTransferred Business; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating (i) all Liabilities for which AHD is expressly responsible pursuant hereto or pursuant to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateAncillary Agreement.

Assumed Liabilities. Transferee hereby assumesOn the terms and subject to the conditions set forth in this Agreement, as of at the Closing, the Purchaser and with effect the Purchasing Subs shall assume from the Effective TimeSeller and the Selling Subs and thereafter pay, perform or otherwise discharge in accordance with their terms, and shall payindemnify the Seller, perform the Selling Subs and discharge their Affiliates from all of the liabilities and obligations (of any specific obligationsnature or kind, liabilities, Claims and litigation of whatever kind and nature, primary whether based in common Law or secondary, direct statute or indirect, absolute arising under written contract or contingentotherwise, known or unknown, accruedfixed or contingent, absoluteaccrued or unaccrued, contingent liquidated or otherwiseunliquidated, real or potential) of the Seller and the Business Subs with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business other than the Excluded Liabilities, but including without limitation, other than the Excluded Liabilities the following: (i) liabilities and obligations with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business and arising after the Closing Date, (ii) liabilities and obligations, whether due arising before or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to after the Closing Date Date, in connection with the BusinessOwned Real Property, whether disclosed the real property subject to Real Property Leases, the real property owned or undisclosedleased, directly or indirectly, by any Transferred Sub or the operation of the Business (including liabilities and obligations arising under Environmental Laws (or other Laws) that relate to violations of Environmental Laws, including product liability and infringement claimsimposing liabilities or obligations for, activities conducted at, from or in connection with any of the foregoing, including exposure to the migration of materials from the foregoing); (iii) liabilities and obligations arising from any violation of Environmental Laws by the Purchaser, the Purchasing Subs or the Transferred Subs first occurring on or after the Closing Date; (iv) liabilities and obligations in respect of the Assigned Contracts and Leases to the extent set forth in Section 1.4; (v) liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability obligations in connection with or arising out of the requirement on and other claims, including, without limitation, all pending claims after the Closing Date that Purchaser obtain Financial Assurance that complies with the requirements of the Governmental Entities with jurisdiction over the Owned Real Property or the real property subject to Real Property Leases or the real property owned or leased by any Transferred Sub or any subsidiary of any Transferred Sub; (vi) liabilities which are included as part of the Working Capital; and litigation relating to any such liabilities; c. All obligations and (vii) the liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date of any Transferred Sub or any subsidiary of any Transferred Sub (collectively, the liabilities and obligations that relate the Purchaser and the Purchasing Subs are assuming pursuant to this Section 1.3 are referred to as the "Assumed Liabilities"). All intercompany liabilities between the Business and the BSSD will terminate immediately prior to the Assets or the Business; d. All obligations and liabilities of Transferor arising Closing except as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health provided in this Agreement and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateAncillary Agreements.

Assumed Liabilities. Transferee hereby assumes(a) Upon the terms and subject to the conditions of this Agreement, the Company shall assume, effective as of and with effect from 12:00:01 a.m. on the Effective TimeClosing Date, and from and after the Closing the Company shall pay, perform and discharge any specific obligationswhen due, all of the following liabilities, Claims obligations and litigation commitments (“Liabilities”) of Parent (which the parties hereto acknowledge and agree shall include all BMS Assumed Liabilities but shall not include any Excluded Liabilities) (the “Assumed Liabilities”); (i) all Accounts Payable, accrued expenses and other current liabilities arising out of or relating to the Product, the Acquired Assets or the Business arising on or after the Closing Date; (ii) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the manufacture, production, marketing, commercialization, distribution or sale of the Product or the ownership, sale, lease or use of any of the Acquired Assets prior to, on or after the Closing Date; (iii) all Liabilities for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, arising out of or relating to the Product) whether arising prior to, on or after the Closing Date; (iv) all Liabilities for Taxes arising out of or relating to or in respect of the Product or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (v) all Liabilities for transfer, documentary, sales, use, registration, value added and other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the Other Transaction Documents or the transactions contemplated hereby and thereby (“Transfer Taxes”); (vi) all Environmental Liabilities to the extent arising out of or relating to the conduct of the Business or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets, whether arising prior to, on or after the Closing Date; (vii) all Liabilities under or otherwise to the extent arising out of or relating to the Transferred Permits, whether arising prior to, on or after the Closing Date; and (viii) all other Liabilities of Parent of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, absolute, contingent arising out of or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities conduct of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed the Product or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Acquired Assets or the Business; d. All obligations and liabilities ownership, sale or lease of Transferor arising as a result of being the owner or occupant of, or the operator any of the activities conducted atAcquired Assets, any property (including leasehold real estate)whether arising prior to, at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment on or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date;, including all Liabilities arising under the BMS Purchase Agreement and any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity. f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure (b) Notwithstanding any other provision of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoingthis Agreement, the Assumed Liabilities Company shall exclude not assume any accounts payable accrued on the Balance Sheet Excluded Liability, each of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date.which shall be retained and paid, performed and discharged when due by Parent. The term “Excluded Liability” means:

Assumed Liabilities. Transferee hereby assumesIn accordance with the provisions of this Agreement, at the Closing, the Purchaser (or any of the Purchasing Entities as of the Purchaser may designate) will assume and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation when due only the following Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Sellers (collectively, the “Assumed Liabilities”) (and to the extent any of the following Liabilities is incurred directly by Sellers after Closing, the Purchaser shall reimburse the Sellers): (a) all trade accounts payable reflected in line items on the Balance Sheet or incurred by the Sellers, including without limitation Section 5.2, between the following: a. All obligations Date of the Balance Sheet and liabilities the Closing (other than trade accounts payable to any Shareholder or any Affiliate of Transferor the Sellers); (b) all Liabilities arising at or after the Closing under the Contracts; b. All obligationsIncluded Contracts (except, liabilities and commitments in respect each case, for any Liability arising out of or relating to (i) any and all products breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Contract or (including Inventoryii) sold, manufactured, designed, marketed or promoted by Transferor at any time event that occurred prior to the Closing Date which, with or without notice, lapse of time or both, would constitute such a breach or failure); (c) all Liabilities relating to benefits (including workers’ compensation, severance payments, bonus payments and unemployment benefits), compensation, termination or continuation of employment, misclassification or lack of delay or notice or other arrangements with respect to any Hired Employee or Hired Independent Contractors, in connection with each case arising at or after the Closing; (d) all Liabilities for (i) Taxes relating to the Current Business, whether disclosed the Purchased Assets or undisclosed, including product liability and infringement claims, and obligations and liabilities the Assumed Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of taxable period beginning after the Closing Date and that relate for the portion of any Straddle Tax Period beginning on the date after the Closing Date and (ii) Taxes for which the Purchaser is liable pursuant to the Assets Article 8; and (e) all other Liabilities arising out of or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner relating to Purchaser’s (or occupant of, its Affiliates’ or the operator successors’) ownership or operation of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health Current Business and the environment Purchased Assets at or any hazardous or toxic wastes, substances or materials; e. All accrued personal property after the Closing; and real estate taxes relating to (f) the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateDutch Transition Costs.

Assumed Liabilities. Transferee Grande Operating hereby assumesassumes all liabilities of Grande Holdings related to the Business, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether accrued, absolute, contingent contingent, known, unknown or otherwise, whether due or to become due, of Transferor relating except to the Business extent included in the Excluded Liabilities, including the following (collectivelythe liabilities so assumed, the “Assumed Liabilities”): (a) All liabilities and obligations of Grande Holdings under any of the Transferred Assets, including without limitation the following:Transferred Contracts, Tangible Personal Property, Inventory and Intellectual Property; and a. (b) All liabilities and obligations and liabilities of Transferor Grande Holdings under the Contractsany licenses or permits held by Grande Operating which are assigned or transferred to Grande Operating pursuant to this Agreement; b. (c) All obligations, liabilities and commitments in respect obligations of Grande Holdings relating to or arising from any and all products (including Inventory) sold, manufactured, designed, marketed Action arising out of or promoted by Transferor at any time prior related to the Closing Date in connection with Transferred Assets, the Business, whether disclosed Assumed Liabilities or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities the operation of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. (d) All liabilities and obligations and liabilities of Transferor arising as a result of being the owner Grande Holdings or occupant of, or the operator of the activities conducted at, Grande Holdings Investor under any property (including leasehold real estate), at any time that relates guarantees with respect to the Business, includingGrande Operating or its Contracts, without limitationincluding the Grande Holdings Lease Guarantees; (e) All environmental, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment safety liabilities and obligations arising out of or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer operation of the Business from Transferor or the leasing, ownership or operation of real property by Grande Holdings or Grande Operating or any predecessor thereto; (f) All liabilities and obligations arising under any Employee Benefit Plan (other than the Stock Plan) or relating to Transfereepayroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, health care plans or benefits or any other employee plans or benefits of any kind for Grande Employees or Legacy Employees or both (other than liabilities and obligations arising under the Transaction Bonus Plan to the extent the Recapitalization Agreement provides that such liabilities and obligations will be Grande Holdings Transaction Expenses); and h. (g) All obligationsliabilities and obligations arising under any employment, liabilitiesseverance, litigation and claims of retention or termination agreement with any nature whatsoever relating to any past, present Grande Employee or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor Legacy Employee (other than customer deposits shown on liabilities and obligations arising under the Balance Sheet) relating Executive Employment Agreements to the Business as of extent the Closing DateRecapitalization Agreement provides that such liabilities and obligations will be Grande Holdings Transaction Expenses).

Assumed Liabilities. Transferee hereby assumes(a) Subject to the terms and conditions of this Agreement, as including, without limitation, the transfer of and with effect from the Effective TimePurchased Assets to Purchaser, on the Closing Date, Purchaser shall assume, and shall thereafter honor and fully and timely, pay, perform and discharge any specific obligationswhen due, the following liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the following, to the extent that such liabilities, Claims duties, responsibilities and litigation obligations arise or accrue after close of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to business on the Business Closing Date (collectively, the “Assumed Liabilities”): (i) including The Liabilities; (ii) All of Seller’s duties and responsibilities relating to the Deposit Liabilities, including, without limitation limitation, with respect to (x) the following:abandoned property laws of any state or (y) any other applicable law; a. All (iii) Any of Seller’s accrued and unpaid expenses related to the operations of the Business which accrue after the Closing Date, including, without limitation, the cost and expenses of any data processing. Seller shall be responsible for and pay all expenses related to the operations of the Business which accrue through the Closing Date; (iv) Seller’s obligations and liabilities of Transferor under the ContractsAssumed Contracts (including the Supplemental Retirement Plans), to the extent that such liabilities, duties, responsibilities and obligations arise or accrue after close of business on the Closing Date; b. All obligations, (v) Any and all other liabilities and commitments obligations relating to, or arising out of, the Purchased Assets or Assumed Liabilities to be performed after the Closing or arising out of the operation of the Branches and ATMs from and after the Closing Date, but only to the extent that such liabilities or obligations arise or accrue after the close of business on the Closing Date; (vi) The participation obligations relating to the Letters of Credit to the extent contemplated by Section 10.6; and (vii) All direct and indirect liabilities (1) provided in respect Section 8.4 of any this Agreement to be assumed by Purchaser and all products its Affiliates and (including Inventory2) sold, manufactured, designed, marketed created or promoted by Transferor at any time prior to incurred on or after the Closing Date in connection with the Businessoperation of the Business on or after the Closing Date relating to the Transferred Employees. (b) Except as otherwise set forth in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether disclosed known or undisclosedunknown, including product liability and infringement claimswhether asserted or unasserted, and obligations and liabilities for refundswhether accrued or unaccrued, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claimswhether contingent or otherwise, including, without limitation, all pending claims and litigation relating with respect to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as (i) Taxes related to the direct or indirect ownership or operation of the Closing Date Purchased Assets and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising , Taxes imposed as a result of being the owner sale or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Purchased Assets and the Business from Transferor pursuant to Transferee; and h. All obligationsthis Agreement, liabilitiesTaxes imposed on Seller or Parent and any consolidated, litigation combined, or unitary group of which Seller is a member on account of the sale or transfer of the Purchased Assets and claims the Business pursuant to this Agreement, and any liability of Seller or Parent for the unpaid Taxes of any nature whatsoever relating Person under Treas. Reg. § 1.502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (ii) the Excluded Contracts, (iii) the Fiserv Settlement Amount, (iv) the I-Pay Settlement Amount, (v) the ▇▇▇▇▇ Claim or (vi) the litigation disclosed in Schedule 5.5 hereof. Seller shall use reasonable efforts to obtain any past, present or future employee necessary third party consents to the transfer of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude to Purchaser, including but not limited to any such consents necessary to transfer any ▇▇▇ or custodial accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DatePurchaser.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, Buyer agrees, effective as of and with effect from the Effective TimeClosing, and shall to assume, pay, discharge and perform as and discharge any specific when due, the following liabilities and obligations (the “Assumed Liabilities”): (a) all debts, obligations, liabilitiesContracts and liabilities of any kind, Claims and litigation of whatever kind and nature, primary character or secondary, direct or indirect, absolute or contingent, description (whether known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor ) relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as arising out of the Closing Date and that relate to ownership or operation of the Purchased Assets or the Business; d. All obligations conduct of the Business from and after the Closing, including any such debts, obligations, Contracts and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator consummation of the activities conducted at, any property transactions contemplated by this Agreement; (including leasehold real estate), at any time that relates to the Business, including, without limitation, b) all liabilities and obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment Seller or any hazardous or toxic wastesof its Subsidiaries arising under the Assigned Contracts, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All including any such liabilities or obligations relating to customer deposits listed on arising as a result of the Balance Sheetconsummation of the transactions contemplated by this Agreement; g. All costs (c) all Assumed Environmental Liabilities; (d) all liabilities and organizational expenses attributable to obligations of the organization and capital structure of Transferee and all transfer taxes associated with transfer Seller or its Subsidiaries under open purchase orders or other accounts payable that were entered into or incurred by Seller or its Subsidiaries in the operation of the Business prior to Closing and which provide for the delivery of goods or services on or following Closing; (e) all liabilities and obligations relating to or arising out of the matters identified on Section 2.03(e) of the Seller Disclosure Schedule, regardless of whether such matter existed prior to the Closing; (f) all delivery obligations in respect of products produced at the Facilities with respect to which title has not passed to a customer prior to Closing; (g) all liabilities for Taxes allocated to Buyer under Article 8; (h) all liabilities and obligations with respect to, or relating to, any Transferred Employee arising from Transferor to Transfereesuch Transferred Employee’s employment by Buyer or its Affiliates at or after the Closing; and h. All obligations, liabilities, litigation (i) all liabilities and claims of any nature whatsoever relating obligations expressly assumed by or provided to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating be transferred to the Business as of the Closing DateBuyer pursuant to Article 9.

Assumed Liabilities. Transferee As of the Closing, Buyer hereby assumesagrees to assume, satisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Business as set forth on Schedule 3.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APPM or Buyer or any of and with effect from their respective affiliates or subsidiaries be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, or be responsible or otherwise liable for, any liability or obligation of any nature of Seller (whether or not related to the Effective TimeBusiness), and shall payor claims for such liability or obligation, perform and discharge any specific obligationswhether accrued, liabilitiesmatured or unmatured, Claims and litigation of whatever kind and natureliquidated or unliquidated, primary or secondary, direct or indirect, absolute fixed or contingent, known or unknownunknown (the "Unassumed Liabilities"). Specifically, accruedand without limiting the generality of the foregoing, absoluteother than the Assumed Liabilities, contingent neither APPM nor Buyer nor any of their respective Affiliates or otherwisesubsidiaries shall have any liability or obligation with respect to or arising out of: (a) acts or omissions of Seller, its partners, agents or employees whether due prior to or subsequent to become duethe Closing Date, and whether or not in the ordinary course of Transferor business; (b) liabilities or obligations relating to or secured by any portion of either the Purchased Assets or the Business prior to the Closing; (collectivelyc) employee related liabilities (including accrued wages, the “Assumed Liabilities”vacation, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller, or payroll taxes payable or liabilities arising under any Employee Benefit Plan maintained by Seller); (d) liabilities or obligations of Seller, including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligationsthose for attorneys' fees, liabilities and commitments in respect arising out of any and all products (including Inventory) sold, manufactured, designed, marketed litigation or promoted by Transferor at any time prior to other proceeding pending as of the Closing Date in connection with the BusinessBusiness or any claim, whether disclosed or undisclosednot asserted and whether or not liquidated or contingent, including product liability and infringement claimswith respect to the Business arising from acts or the failure to take any action by Seller or any of its partners, and obligations and agents or employees prior to the Closing Date; (e) liabilities for refundsany income or other tax, adjustmentswhether disputed or not, allowancesattributable to Seller and/or the Business for any period or transaction through the Closing; (f) except as set forth on Schedule 3.1, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending trade payables which arise prior to the Closing; (g) claims and litigation relating by any Payor or patient with respect to any matter or billing occurring prior to the Closing and for which payment is received by Seller prior to the Closing; and (h) any other liability or obligation of Seller. Buyer shall be responsible for all refunds required by Payors in the event such liabilities; c. All obligations refund relates to the accounts receivable purchased by Buyer (but not to exceed the purchase price, determined on a pro rata basis, that Buyer paid for the particular accounts receivable required to be refunded); provided, however, that Seller shall remain responsible for all other refunds which relate to revenue collected prior to Closing. A list of all refunds and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding credits due as of the Closing Date shall be set forth on Schedule 3.1 hereto and such refunds and credits shall be deemed Unassumed Liabilities. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. Seller shall supply confirmation that relate all past and current employment taxes through the Closing have been remitted to the Assets or the Business; d. All obligations and liabilities of Transferor arising as appropriate agencies in a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Datetimely manner.

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions set forth herein, as of Buyer shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge when due any specific obligations, liabilities, Claims and litigation all Liabilities of whatever kind and nature, primary each Seller or secondary, direct its Subsidiaries arising out of or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business or the Transferred Assets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”) including without limitation (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, the following: a. All obligations (a) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to after the Closing Date in connection with solely (i) to the Businessextent such Liabilities actually arise out of or relate to the ownership, whether disclosed operation or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities use of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as the Transferred Assets or the conduct of the Business on or after the Closing Date and that relate or (ii) to the Assets extent such Liabilities are within the scope of any representation or the Business; d. All obligations and liabilities of Transferor arising warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be unavailable as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estatelimitations on indemnification set forth in Article VIII), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business (b) all Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date; f. All liabilities (c) all Liabilities required to be performed on or obligations after the Closing arising under the Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of Buyer’s portion of the Shared Contracts; (d) all Liabilities to the extent relating to customer deposits listed Taxes attributable to or imposed on the Balance SheetBusiness or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date (determined, if applicable, in accordance with Section 6.05), and all Transfer Taxes for which Buyer is responsible pursuant to Section 6.05; g. All costs (e) all Liabilities relating to employment of, or employee benefits, compensation or other arrangements with respect to, any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) arising on or after the Closing and organizational expenses attributable all Liabilities expressly assumed by Buyer pursuant to Section 6.01; (f) the Liabilities arising under Pre-Closing Warranty Claims except to the organization and capital structure extent set forth in Section 6.28; and (g) all Liabilities in respect of Transferee and all transfer taxes associated with transfer any Claim arising in, or relating to, the ownership, operation or conduct of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present on or future employee of after the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateClosing.

Assumed Liabilities. Transferee hereby assumes, as of Upon the terms and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating subject to the Business conditions of this Agreement, at the Closing, Buyer will assume, pay and perform only the following liabilities of ▇▇▇▇▇▇▇▇, Tribune and their respective Affiliates (collectively, the “Assumed Liabilities”) including without limitation the followingand no others: a. All (a) the liabilities and obligations arising with, or relating to, the Business of any of the Stations (including the owning or holding of the Purchased Assets) on and liabilities of Transferor under after the ContractsEffective Time; b. All obligations, (b) any liability or obligation to the extent of the amount of credit received by Buyer under Section 2.08(a); (c) all liabilities and commitments obligations relating to the Business or the Purchased Assets arising under Environmental Laws or related to Hazardous Substances, whether or not presently existing, except for such liabilities or obligations that are required to be disclosed on Section 3.09 of the Disclosure Schedules in order for the representations and warranties contained in Section 3.09 to be true and correct as of the date hereof, but which are not so disclosed on such schedule as of the date hereof (collectively, “Excluded Environmental Liabilities”); (d) any Tax liability or obligation for a Post-Closing Tax Period (including any Taxes allocable under Section 9.04(d) to the portion of any Straddle Period beginning on the Closing Date) with respect to the Purchased Assets (except as expressly provided for in Section 9.02); and (e) all liabilities with respect to Transferred Employees arising after the Effective Time, or in the case of Inactive Employees, on and after the Employment Commencement Date, (except in all cases (i) (x) for any and all products (including Inventory) soldliabilities or obligations relating to, manufacturedtriggered by, designed, marketed accruing or promoted arising as a result of the transactions contemplated hereby or contemplated by Transferor at any time the Merger Agreement that are due and payable on or prior to the Closing Date in connection with or the BusinessEmployment Commencement Date, whether disclosed whichever is later, or undisclosed, including product liability and infringement claims, and obligations and (y) any liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding retention or stay bonus or similar payment to which a Transferred Employee is entitled as of the Closing Date that will become due and that relate payable following the Closing Date or the Employment Commencement Date (whether or not the employment of such Transferred Employee is terminated following either such date) or (ii) to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estateextent prorated in accordance with Section 2.08(c)), at and any time that relates other liabilities with respect to the BusinessTransferred Employees, including▇▇▇▇▇▇▇▇ Plans and Tribune Plans, without limitationas applicable, all obligations and liabilities relating to personal injury and all obligations and liabilities in each case which are expressly assumed by Buyer under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateArticle VIII.

Assumed Liabilities. Transferee hereby assumesAt the Closing, as in accordance with and pursuant to the terms and conditions of this Agreement, Buyer (and/or one or more of its designated Subsidiaries) shall assume and with effect from the Effective Time, and shall pay, perform agree to satisfy and discharge any specific obligationsthe following Liabilities, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating except to the Business extent such Liabilities constitute Excluded Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to any Acquired Asset or the operation of the Business incurred or accrued after the Closing, including without limitation all Liabilities arising out of or relating to the following: a. All obligations and liabilities design, manufacture, testing, marketing, Labeling, distribution, use or sale of Transferor under any Products on or after the ContractsClosing; b. All obligations(b) all Liabilities to suppliers for materials and services related solely to the Business ordered prior to the Closing, liabilities but scheduled to be delivered or provided thereafter, and commitments all Liabilities to customers under purchase orders received for Products that have not yet been shipped at the Closing; (c) subject to Section 2.5, all Liabilities under any Business Contracts, IP Contracts or any other Contracts that are assigned to Buyer hereunder at or subsequent to the Closing, including volume rebate obligations (but excluding, for the avoidance of doubt, any Liabilities that relate to any breach, default or violation thereunder by Seller Parent or any Affiliate of Seller Parent prior to the Closing); (d) all Liabilities with respect to returns of Products sold after the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any and such returned Product; (e) all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior Liabilities with respect to the Closing Date employment by Buyer or a Subsidiary of Buyer of the Transferred Employees following the Closing; (f) all Liabilities under any Permits or Regulatory Registrations included in the Acquired Assets arising out of or relating to the period beginning at the Closing; (g) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with the Business, whether disclosed Products sold on or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. All liabilities (h) all Liabilities involving any product recalls, adverse events or obligations relating similar events related to customer deposits listed the Business with respect to Products sold on or after the Balance SheetClosing Date; g. All costs (i) all Liabilities for (i) Transfer Taxes of Buyer as described in Section 8.1 and organizational expenses (ii) Taxes (other than Transfer Taxes) attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer Acquired Assets or the operations or the income of the Business from Transferor to Transfereefor any Post-Closing Tax Period; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of (j) the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating with respect to the Business as of period following the Closing Datewith respect to the clinical studies identified on Schedule 2.3(j).

Assumed Liabilities. Transferee hereby assumesUpon Closing, Buyer shall assume and agree to honor, pay and discharge when due only the following Liabilities of Seller (the “Assumed Liabilities”), and no others: (a) all Liabilities of Seller under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring after the Closing Date; (b) all Liabilities of Seller under the Registrations to be performed after the Closing Date, but only to the extent such Liabilities relate to any event, circumstances or conditions occurring after the Closing Date; (c) all other Liabilities (other than Excluded Liabilities) arising out of or related to the Assets, but in each case solely to the extent such Liabilities are incurred or relate to events, circumstances, conditions, actions or activities occurring after the Closing Date, including any product liability, product warranty, product return, charge back, rebate or Medicaid, Medicare or other reimbursements, or similar claim, related to the Product sold after the Closing Date; (d) all Liabilities relating to Taxes attributable to ownership of the Assets during periods beginning after the Closing Date, but not including, for the avoidance of doubt, Taxes that are payable after the Closing Date relating to taxable periods, or portions thereof, ending on or prior to the Closing Date; and (e) the payment Liabilities and royalty and adverse event reporting and record-keeping obligations of Seller under the Retained Contracts which relate to the rights licensed to Buyer pursuant to Section 2.1(a)(ii), namely the [**] Dollar ($[**]) per vial royalty payable pursuant to Section 8.1(b) of the Amended and Restated License and Supply Agreement dated as of February 16, 2004 between Seller and SEP International, AG, as amended, the requirements of Section 3.3 of such Amended and with effect from Restated License and Supply Agreement and the Effective Time[**] percent ([**]%) to [**] percent ([**]%) royalty on net sales payable pursuant to Section 4(ii) of the Letter Agreement dated as of May 15, 2007 between Seller and shall payClinic Barcelona Hospital Universitari, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating but only to the Business extent such payment Liabilities arise from any event, circumstance or condition occurring after the Closing Date (collectively, the “Assumed LiabilitiesRetained Contract Obligations”) including without limitation the following: a. All obligations ). Buyer shall be permitted to report and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior pay such Assumed Retained Contract Obligations directly to the Closing Date applicable payee in connection accordance with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Businesseach Retained Contract. Notwithstanding the foregoing, the Assumed Liabilities shall exclude parties acknowledge that they do not believe that any accounts payable accrued on royalties will be owed to Clinic Barcelona Hospital Universitari under the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business Letter Agreement dated as of the Closing DateMay 15, 2007 between Seller and Clinic Barcelona Hospital Universitari.

Assumed Liabilities. Transferee hereby assumesOn the Closing Date, as of Buyer shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge any specific obligationswhen due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, liabilitiesof every kind, Claims nature, character and litigation of whatever kind and naturedescription, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, in each case to the extent arising out of Transferor or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) including without limitation the following: a. All all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of Transferor under or relating to the Contracts; b. All obligationsBusiness or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), liabilities except, in the case of clauses (A) and commitments in respect of any and all products (including Inventory) soldB), manufactured, designed, marketed or promoted by Transferor at any time to the extent satisfied prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitiesDate; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, ii) all obligations and liabilities relating incurred subsequent to personal injury the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under all laws or arising out of the contracts, agreements, commitments and regulations relating leases transferred pursuant to protection of human health and the environment or any hazardous or toxic wastes, substances or materialsSection 1.1(b)(v); e. All accrued personal property (vi) all obligations and real estate taxes relating liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the Assets ownership, leasing or operation of the Business as of Leased Facilities, whether incurred prior to, on or following the Closing Date; f. All (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to customer deposits listed on the Balance SheetDeferred Items (as defined in Section 1.5) under Section 1.5; g. All costs (xi) all obligations and organizational expenses attributable liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the organization extent arising out of or relating to the Acquired Assets or the conduct and capital structure of Transferee and all transfer taxes associated with transfer operation of the Business from Transferor prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to Transferee; andthe repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; h. All obligations, liabilities, litigation (xiv) all obligations and claims liabilities arising out of any nature whatsoever or relating to any pastproduct liability claim (including any such claim arising out of or relating to injury to or death of persons), present damage to or future employee destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business. Notwithstanding Business manufactured or sold prior to, on or after the foregoingClosing Date, regardless of whether any such claim was brought prior to, on or after the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor Closing Date; (other than customer deposits shown on the Balance Sheetxv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions of this Agreement, as of at the Closing, Purchaser shall (including, where applicable, through a Country-Specific Purchaser) assume and with effect from the Effective Time, and shall agree to pay, honor, discharge and perform in full when due all Liabilities of each Seller and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or its Affiliates (other than the Transferred Entities) to become due, of Transferor the extent relating to or arising out of the conduct of the Business or the ownership, use or operation of any Transferred Assets, in each case whether arising before, on or after the Closing (but excluding the Excluded Liabilities, which shall be retained by Sellers) (collectively, the “Assumed Liabilities”) ), including without limitation the followingfollowing Liabilities: a. All obligations and liabilities (i) all Liabilities of Transferor any Seller arising under the ContractsTransferred Contracts and open purchase orders; b. All obligations(ii) all Liabilities of any Seller arising under the Transferred Real Property Leases; (iii) all Liabilities for allowances, liabilities and commitments credits or adjustments to which customers of the Business may be entitled; (iv) subject to the provisions of Section 8.2(a), all Liabilities relating to product warranty or product liability claims related to the Business or the Transferred Assets (including the Business Products); (v) all Liabilities relating to pending claims or litigation related to the Business or the Transferred Assets; (vi) all Liabilities arising under or in respect of the Transferred U.S. Benefit Plans, the Transferred Foreign Benefit Plans, or any and all products (including Inventory) soldof the Labor Contracts, manufactured, designed, marketed or promoted by Transferor at any time prior in each case only to the Closing Date extent provided in Section 5.9; (vii) all Liabilities relating to the Transferred U.S. Employees and the Transferred Non-U.S. Employees (excluding, subject to Section 5.9, any Liabilities arising in connection with or relating to any U.S. Benefit Plan or Foreign Benefit Plan other than Transferred U.S. Benefits Plans and Transferred Foreign Benefit Plan); (viii) all (x) accounts payable, accrued expenses and Indebtedness of any Seller or Transferred Entity owed to any other Transferred Entity or other part of the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes y) accounts payable relating to the Assets or Transferred Assets, and (z) trade accounts payable of the Business as (including any trade accounts payable owed to any of the Sellers or their respective Affiliates), in the case of clause (z), only to the extent taken into account and reflected in the Closing Working Capital; and (ix) all Liabilities relating to Taxes that are specifically assumed by, or allocated to, Purchaser pursuant to Section 5.14. (x) subject to the provisions of Section 8.2(a), all Liabilities related to the possession, occupation, operation, or maintenance of the Transferred Real Property and the real properties subject to the Transferred Real Property Leases, whether arising or accruing before, on or after the Closing Date, and whether such Liabilities relate to conditions that existed before, on, or after the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable (xi) subject to the organization and capital structure provisions of Transferee and Section 8.2(a), all transfer taxes associated with transfer Liabilities arising out of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of arising under Environmental Laws (except to the Closing Dateextent such Liabilities are deemed Excluded Liabilities under Section 1.4(b)(ii)).

Assumed Liabilities. Transferee hereby assumes(a) Subject to the terms and conditions of this Agreement, including, without limitation, the transfer of the Purchased Assets to Purchaser, as of and with effect from the Effective Timeclose of business on the Closing Date, and Purchaser shall assume, pay, perform and discharge any specific obligationsthe following liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the following liabilities of Seller, to the extent that such liabilities, Claims duties, responsibilities and litigation obligations arise or accrue after the close of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to business on the Business Closing Date (collectively, the “Assumed Liabilities”): (i) including without limitation the following:The Deposit Liabilities; a. (ii) All of Seller’s obligations and liabilities of Transferor under the Contracts; b. All obligationsAssumed Contracts and the Transferred Intellectual Property Licenses, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior only to the Closing Date in connection with the Businessextent that such liabilities, whether disclosed or undisclosedduties, including product liability and infringement claims, responsibilities and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities arise or accrue after the close of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of business on the Closing Date and that relate to the Assets or the Business; d. All obligations and excluding any contingent liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time Taxes) related thereto that relates existed or are directly related to the Business, including, without limitation, all obligations and liabilities relating circumstances that existed prior to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. (iii) All liabilities and obligations relating to, arising from or in connection with the Hired Employees and their employment, including all compensation, benefits, severance, workers compensation and welfare benefit claims and employment-related liabilities, in each case and solely to the extent arising or accruing from employment with Purchaser after the close of business on the Closing Date; and (iv) Any and all other liabilities and obligations relating to, or arising out of, the Purchased Assets or Assumed Liabilities to be performed after the Closing or arising out of the operation of the Branches after the Closing Date, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise, but only to the extent that such liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating arise or accrue due to any past, present act or future employee omission occurring after the close of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued business on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date; provided that, in the event that Seller has not paid vacation accruals to Hired Employees, Purchaser will assume responsibility for accrued vacation liability to Hired Employees only to the extent that Seller transfers cash to Purchaser equal to all vacation time accruals for Hired Employees. (b) Except for the Assumed Liabilities, and except as otherwise set forth in this Agreement, Purchaser and its Affiliates shall not assume or be bound by any duties, responsibilities, obligations or liabilities of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise.

Assumed Liabilities. Transferee hereby assumes, as of Upon the terms and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating subject to the Business (collectivelyconditions contained herein, Buyer shall assume all of the “Assumed Liabilities”) including without limitation the following: a. All current obligations and liabilities of Transferor Seller set forth on attached EXHIBIT E (the "Assumed Liabilities"), which shall set forth the obligations and liabilities being assumed as of April 30, 1998. Buyer shall also assume the liabilities of Seller incurred in the ordinary course of Seller's business between April 30, 1998 and the Closing Date; provided, however, that no liabilities or obligations relating to obsolete inventory, or unrecorded or unwritten commitments to customers or distributors shall be assumed by Buyer. Buyer shall not assume and shall under no circumstances be responsible for, and Seller shall retain and be responsible for, any liabilities or obligations of Seller related to the Contracts; b. All obligationsAssets of Seller or Parent whatsoever, liabilities and commitments in respect regardless of amount, character or description, or whether accrued, contingent, determined, undetermined, known or unknown or otherwise, including (without limitation) any and all products (including Inventory) sold, manufactured, designed, marketed obligation or promoted by Transferor liability whatsoever arising from the conduct of Seller's business or Parent's business at any time or prior to the Closing Date in connection with other than the Business, whether disclosed or undisclosed, including product liability and infringement claimsAssumed Liabilities. Furthermore, and obligations without limiting in any way the foregoing, Buyer shall not assume and liabilities for refundsshall under no circumstances be responsible for, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability Seller shall retain and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted atbe responsible for, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable of Seller related to the organization employees, consultants and capital structure contractors of Transferee and all transfer taxes associated with transfer Seller or Parent whatsoever, regardless of amount, character or description, or whether accrued, contingent, determined, undetermined, known or unknown or otherwise, including (without limitation) any obligation or liability whatsoever arising from any employment event or from any employment, consulting or contracting agreement related to the periods or entered into prior to the Closing. Without limiting the breadth of the Business foregoing provisions, Seller shall retain and be responsible for, any liabilities or obligations of Seller arising from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims any representation by Seller or Parent concerning payment of any nature whatsoever relating to salary continuation, any pastrepresentation by Seller or Parent concerning extension of any termination date, present any representation by Seller or future employee Parent concerning payment of the Business. Notwithstanding the foregoingany termination allowance, the Assumed Liabilities shall exclude any accounts payable representation by Seller or Parent concerning payment of any retention allowance, any representation by Seller or Parent concerning payment of any accrued on the Balance Sheet benefit and any representation by Seller or Parent concerning any continuation of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateany fringe benefit.

Assumed Liabilities. Transferee hereby assumesSubject to the terms of this Agreement and excluding the Retained Liabilities, as of at the Closing, Purchaser shall assume (or cause its applicable designated Affiliates to assume) and with effect from the Effective Time, and shall agrees to pay, discharge or perform when due (or cause its applicable designated Affiliates to pay, discharge and discharge any specific obligations, liabilities, Claims perform when due) only the following Liabilities of the Partnership and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business its subsidiaries (collectively, the “Assumed Liabilities”) including without limitation the following), and no others: a. All obligations (a) Any and liabilities of Transferor under the Contractsall Accounts Payable; b. All obligations(b) The Closing Credit Facility Indebtedness and Working Capital Indebtedness (together with any amendments, liabilities restatements, replacements or refinancing thereof, it being understood that such Indebtedness will be repaid in full at the Closing); (c) Any and commitments in respect all Liabilities relating to or arising out of the Purchased Contracts, Purchased Leases, Purchased Permits or Purchased Intellectual Property, but only to the extent such Liabilities (i) arise or are to be performed after the Closing Date, (ii) do not arise from or relate to any breach or violation by the Partnership or any of its Affiliates (other than a Purchased Venture) or, prior to the Closing Date, any Purchased Venture of any such Purchased Contracts or Purchased Leases and all products (including Inventoryiii) solddo not arise from or relate to any event, manufactured, designed, marketed circumstance or promoted by Transferor at any time condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in connection a breach or violation of any of such Purchased Contracts or Purchased Leases; (d) Any and all Liabilities in respect of Transferred Employees arising simultaneous with or after the Business, whether disclosed or undisclosed, including product liability and infringement claimsEmployee Transfer Date, and obligations any and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating Liabilities in respect of Transferred Employees assumed or undertaken by Purchaser pursuant to any such liabilitiesSection 5.2; c. All obligations (e) Other than the Retained Liabilities, any Liabilities to the extent arising from the operation of the Business by Purchaser or its Affiliates following the Closing Date or incurred in the operation of the Business by Purchaser or its Affiliates following the Closing; (f) Any prepayment penalties or fees incurred by the Partnership or its subsidiaries and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as resulting from the prepayment at or prior to Closing of the Closing Date Credit Facility Indebtedness and that relate to the Assets or the Business;Working Capital Indebtedness; and d. (g) All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator Liabilities of the activities conducted at, any property (including leasehold real estate), at any time that relates to Purchased Ventures set forth on the Business, including, without limitation, all obligations and liabilities relating to personal injury Purchased Ventures Balance Sheets and all obligations and liabilities under all laws and regulations relating to protection Liabilities incurred by the Purchased Ventures in the ordinary course of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated business consistent with transfer past practice of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee since the date of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Purchased Ventures Balance Sheet of the Transferor Sheets (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date“Purchased Ventures Accepted Liabilities”).

Assumed Liabilities. Transferee hereby assumes(a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of and with effect from the Effective TimeClosing, and from and after the Closing, Purchaser shall pay, perform and discharge any specific obligationswhen due, all of the following liabilities, Claims obligations and litigation commitments (“Liabilities”) of Seller or any Selling Affiliate, other than any Excluded Liability (the “Assumed Liabilities”), in each case without further recourse to Seller or any Selling Affiliate: [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (i) all Liabilities arising out of or relating to Purchaser or any of its Affiliates or their respective successors or assigns being the owner or occupant of, or the operator of any activities conducted at the ▇▇▇▇▇ ▇▇▇▇▇ Facility, at any time on or after the Closing Date; (ii) all Liabilities under or otherwise arising out of or relating to the Transferred Contracts (including all Liabilities arising out of or relating to any termination or announcement or notification of an intent by any party to terminate any such Transferred Contract, but excluding Accounts Payable), but only to the extent such Liabilities thereunder are required to be performed on or after the Closing Date, and do not result from any failure to perform, improper performance, warranty or other breach, default or violation by Seller or any Selling Affiliate prior to the Closing Date; (iii) all Liabilities under Environmental Laws to the extent relating to or arising out of the Acquired Assets, the ownership, sale, use or lease of the Acquired Assets, the ▇▇▇▇▇ ▇▇▇▇▇ Facility, or for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility, arising on or after the Closing Date, other than the Excluded Environmental Liabilities; (iv) all Liabilities to the extent relating to or arising out of (A) the Transferred Permits, including any failure to comply with any Transferred Permit, and (B) any failure of Purchaser to obtain or maintain any Permit required for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the ownership, sale, use or lease of the Acquired Assets, in each case arising on or after the Closing Date; (v) all Liabilities in respect of any lawsuits, claims, actions or proceedings arising out of or relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets or the ownership, sale, use or lease of any of the Acquired Assets, arising on or after the Closing Date to the extent they do not relate to events, circumstances or actions occurring or existing prior to the Closing Date; (vi) all accounts payable, accrued expenses and other current Liabilities relating to the Acquired Assets or operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility arising on or after the Closing Date; (vii) all Liabilities for Taxes arising out of or relating to or in respect of the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets for any Post-Closing Tax Period (irrespective of when asserted), other than any Excluded Tax Liabilities; (viii) all Liabilities for transfer, documentary, sales, use, registration, value-added and other similar Taxes, notarial tariffs, and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Other Transaction Documents, the Acquisition and the other Transactions (“Transfer Taxes”); [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ix) all Liabilities arising out of or relating to the employment, engagement or termination thereof of any current or former Facility Employee as well as any current or former consultants or independent contractors engaged in connection with the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the Closing Date, and including any Liabilities that Purchaser is expressly required to assume pursuant to Article IX; and (x) all other Liabilities of Seller or any Selling Affiliate of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, absolute, contingent in each case to the extent arising out of or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, operation of the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed ▇▇▇▇▇ ▇▇▇▇▇ Facility on or promoted by Transferor at any time prior to after the Closing Date in connection with or the Businessownership, whether disclosed sale, use or undisclosedlease of any of the Acquired Assets on or after the Closing Date, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation Liabilities arising out of or relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materialsclaim, packaging materialsaction, work suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity in process, consigned goods and finished goods that are outstanding as of each case to the Closing Date and that extent they relate to the Assets events, circumstances or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner actions occurring or occupant of, existing on or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of after the Closing Date. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Excluded Liability. Following the Closing, the Seller or any Selling Affiliate shall retain and pay, perform and discharge the Excluded Liabilities when due. The term “Excluded Liability” means, without duplication, the following liabilities of Seller and Selling Affiliates:

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions set forth herein, as of Buyer shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge when due any specific obligations, liabilities, Claims and litigation all Liabilities of whatever kind and nature, primary each Seller or secondary, direct its Subsidiaries arising out of or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business or the Transferred Assets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”) including without limitation (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, the following: a. All obligations (a) Liabilities arising out of or relating to the ownership, operation or use of the Transferred Assets or the operation or conduct of the Business from and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to after the Closing Date in connection with solely (i) to the Businessextent such Liabilities actually arise out of or relate to the ownership, whether disclosed operation or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities use of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as the Transferred Assets or the conduct of the Business on or after the Closing Date and that relate or (ii) to the Assets extent such Liabilities are within the scope of any representation or the Business; d. All obligations and liabilities of Transferor arising warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be unavailable as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estatelimitations on indemnification set forth in Article VIII), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business (b) all Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date; f. All liabilities (c) all Liabilities required to be performed on or obligations after the Closing arising under the Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of Buyer’s portion of the Shared Contracts; (d) all Liabilities to the extent relating to customer deposits listed Taxes attributable to or imposed on the Balance SheetBusiness or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date (determined, if applicable, in accordance with Section 6.05), and all Transfer Taxes for which Buyer is responsible pursuant to Section 6.05; g. All (e) all Liabilities relating to employment of, or employee benefits, compensation or other arrangements with respect to, any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) arising on or after the Closing and all Liabilities expressly assumed by Buyer pursuant to Section 6.01; (f) the Liabilities arising under Pre-Closing Warranty Claims except to the extent set forth in Section 6.28; (g) without limiting any obligations under the Transition Services Agreement, all Liabilities (including the costs and organizational expenses attributable of coverage and administration, benefit claims and Proceedings and Taxes) arising out of, related to or in connection with, (i) the eligibility or participation of Business Employees (or any dependent or beneficiary thereof) in, or compensation or benefits provided to any Business Employee (or any dependent or beneficiary thereof) under, any Benefit Plan following the Closing, and (ii) any change to the organization terms and capital structure conditions of Transferee and the UK Business Employees following the Closing; and (h) all transfer taxes associated with transfer Liabilities in respect of any Claim arising in, or relating to, the ownership, operation or conduct of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present on or future employee of after the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateClosing.

Assumed Liabilities. Transferee hereby assumes(a) As of the Closing Date, as of Duramed shall assume, be responsible for and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether when due or to become due, of Transferor relating to the Business following (collectively, the “Assumed Liabilities”): (i) any Liabilities arising from the sale of any Product after the Closing Date, including without limitation the following: a. All obligations and liabilities any product liability, breach of Transferor warranty, Patent or trademark infringement claim, or any other action or claim (excluding any Liabilities relating to voluntary or involuntary recalls of Shire Labeled Product, or any Liabilities of Shire under the ContractsSupply Agreement) brought, asserted or filed by any third party or Regulatory Authority; b. All obligations, liabilities and commitments in respect of (ii) any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to Liabilities arising after the Closing Date relating to the Purchased Assets; (iii) subject to Section 6.7, all Medicare, Medicaid and state program rebates in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of Duramed Labeled Product sold after the Closing Date; f. All (iv) subject to Section 6.7, all chargebacks, rebates or any other post-sale rebates, refunds, price adjustments and other similar payments, credits or liabilities or obligations relating to customer deposits listed on in connection with the Balance Sheet; g. All costs and organizational expenses attributable to Duramed Labeled Product, sold after the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeClosing Date; and h. All obligations(v) subject to Section 6.7, liabilitiescredits, litigation utilization based rebates, reimbursements, and claims of any nature whatsoever relating similar payments to any pastbuying groups, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (insurers and other than customer deposits shown on the Balance Sheet) relating to the Business as of institutions in connection with Duramed Labeled Product sold after the Closing Date. (b) Notwithstanding any provision hereof or any schedule or exhibit hereto or thereto, and regardless of any disclosure to Duramed, Duramed shall not assume any liabilities, obligations or commitments of Shire other than the Assumed Liabilities, including such liabilities relating to or arising out of the ownership of the Purchased Assets on or prior to the Closing (the “Retained Liabilities”).

Assumed Liabilities. Transferee hereby assumes, as of and with effect from Purchaser shall assume only the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating following Liabilities related to the Licensed Business and Acquired Assets, in each case solely to the extent related to the Licensed Territory, which would have been the Liabilities of Spectrum or any of its Affiliates if the Contemplated Transactions were not consummated (collectively, the “Assumed Liabilities”) including without limitation the following:): a. All obligations Liabilities specifically assumed by Purchaser pursuant and liabilities of Transferor under the Contractssubject to Article 9; b. All obligationsLiabilities arising out of Joint Contracts or Joint Permits after the Closing Date, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with extent related solely to the Licensed Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All all Liabilities for Taxes relating to, arising from or with respect to the Acquired Assets or the Licensed Business, which are attributable to Tax periods or portions thereof commencing after the Closing Date, other than any Liabilities for Taxes relating to the Excluded Assets and Retained Rights and other than any Liabilities for Taxes relating to, arising from or with respect to any Royalty Payments; d. all Liabilities to pay or extend to customers, suppliers and distributors of, and others doing business with, the Licensed Business volume discounts, volume rebates, chargebacks and similar credits and obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work pursuant to Contractual Obligations in process, consigned goods and finished goods that are outstanding effect as of the Closing Date and that relate which shall be set forth on Schedule 3.3(d) to the Assets be delivered on or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of about the Closing Date; e. all Permitted Encumbrances; f. All liabilities or obligations relating to customer deposits listed all Liabilities imposed by Governmental Authorities on the Balance SheetLicensed Business other than the Excluded Assets, to the extent such Liabilities exist on the Closing Date, including any compliance obligations, responsibilities, conditions, or directions stated or identified by any Governmental Authority on or before the Closing Date, other than any Liabilities arising under any Governmental Order or portion of a Governmental Order entered on or before the Closing Date requiring payment of any fines, penalties or monetary obligations for alleged non-compliance with applicable Legal Requirements to any Governmental Authority; g. All costs and organizational expenses all Liabilities for governmental rebates that are attributable to sales made by Purchaser after the organization and capital structure Closing Date of Transferee and all transfer taxes associated with transfer products of the Licensed Business (subject to Section 9.9); h. all Liabilities arising after the Closing under the Transferred Contracts, other than Liabilities arising out of any breach, default or action or omission of Spectrum or any of its Affiliates occurring prior to the Closing; i. all Liabilities under any purchase order that constitutes a Transferred Contract for the purchase of any products or services ordered thereby which have not been delivered or performed on or prior to the Closing Date, other than Liabilities arising out of any breach, default or action or omission of Spectrum or any of its Affiliates with respect to such purchase order occurring prior to the Closing; j. all Liabilities and obligations arising after the Closing for any reason under the Biogen Agreement and the Bayer Agreement in the Licensed Territory, other than for payment of royalties and Liabilities arising out of any breach, default, action or omission of Spectrum or any of its Affiliates; k. all obligations to provide replacement Licensed Products under any warranties applicable to Licensed Products sold by the Licensed Business prior to the Closing subject to Section 3.4(h) below; l. all Liabilities of Purchaser or any of its Affiliates that are attributable to sales of products of the Licensed Business made by Purchaser or any of its Affiliates after the Closing including those as calculated pursuant to Section 9.9 (other than those included in the definition of Excluded Spectrum Liabilities); m. all claims, Actions or Losses arising from Transferor to Transfereeproducts sold by Purchaser or an Affiliate after the Closing; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating n. all Liabilities arising after Closing with respect to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateAcquired Assets.

Assumed Liabilities. Transferee hereby assumesSubject to Section 1.4, as of Micron will assume from IMFT and with effect shall, from and after the Effective TimeClosing Date, and shall timely pay, discharge, perform or otherwise satisfy the following liabilities and discharge any specific obligations, liabilities, Claims and litigation obligations of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business IMFT (collectively, the “Assumed Liabilities”): (a) including without limitation All Liabilities under or arising out of the following: a. All obligations and liabilities of Transferor under the Transferred Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed prior to, on or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of following the Closing Date; f. (b) All liabilities Liabilities under the Transferred Business Permits, whether prior to, on or following the Closing Date; (c) All Liabilities pursuant to any Environmental Law arising from or relating to any action, event, circumstance or condition occurring or existing on, prior to or following the Closing Date, including any release of any Hazardous Substances or any violation of any Environmental Laws with respect to the MTV Leased Premises, the MTV Fab Operations, or the Micron Purchased Assets. (d) All Liabilities related to any present or former personnel employed in the MTV Fab Operations (including MTV Employees), including any Liabilities arising out of or relating to employment agreements, employee benefit plans, the Manufacturing Services Agreement or any other secondment arrangements, whether such Liabilities arise prior to, on or following the Closing; (e) Any and all product liability, warranty, refund and similar Liabilities or claims arising with respect to any products manufactured at the MTV Fab Operations on or following the Closing Date; (f) Any liability or obligation for Taxes related to the Micron Purchased Assets and any Taxes, or obligations relating to customer deposits listed on the Balance Sheet; g. All costs reimburse Taxes, allocated to Micron pursuant to Section 1.8 and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeSection 1.9(b); and h. (g) All obligationsother Liabilities accruing, liabilities, litigation and claims arising out of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as conduct or operation of the MTV Fab Operations (including any accounts payable), the real property and facilities that are subject to the MTV Lease Agreement or the ownership or use of the Micron Purchased Assets, whether prior to, on or following the Closing Date.

Assumed Liabilities. Transferee hereby assumesBuyer shall assume, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All : (a) any obligations of Seller incurred or arising after the Closing Date with respect to any of the Leased Properties (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the Closing Date) and the leases relating to the Leased Properties set forth on Schedule 4.7; (b) the obligations of Seller incurred or arising after the Closing Date under the Acquired Contracts or any other contract assumed by Buyer (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the Closing Date), (c) the obligations arising from Buyer's conduct of the Business and ownership or use of the Acquired Assets from and after the Closing Date (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the Closing Date); (d) Accounts Payable (to the extent reflected in Working Capital); (e) any and all liabilities and obligations of Seller or any of its Affiliates which accrue from and after the Closing Date and relate to or concern Employees, including any severance obligations; (f) any and all liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable with respect to the organization Worker Adjustment and capital structure Retraining Notification Act ("WARN") or any similar state or foreign law which arises as a result of Transferee and Buyer not hiring Employees; (g) all transfer ad valorem taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business Acquired Assets allocated to Buyer pursuant to Section 2.2 below; (h) all liabilities reflected on the face of Seller's balance sheet (without reference to the notes thereto) as of the Closing Date, which is delivered to Buyer in accordance with this Agreement and which is reflected in Working Capital, (i) its fifty percent portion of any Transfer Taxes owing in accordance with Section 3.12, (j) any and all liabilities and obligations with respect to any employee bonuses accruing after the Closing Date; (k) any liabilities relating to vacation pay for the Transferred Employees as reflected on the Seller's balance sheet as of the Closing Date; and (l) any obligations to make payments arising after the Closing Date under and in accordance with the Termination Agreements, but no other obligations thereunder (those obligations referred to in clauses 2.1.4 (a) through (l) immediately above being collectively referred to as the "Assumed Liabilities").

Assumed Liabilities. Transferee hereby assumesAt the Closing, as of subject to Article IX, Buyers shall jointly and with effect severally assume from the Effective TimeSellers, and shall agree to pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become when due, the following Liabilities of Transferor relating to the Business Sellers (collectively, the “Assumed Liabilities”): (a) including without limitation All Liabilities arising under or pursuant to the following: a. All obligations Assumed Contracts, the Collection Accounts, the Peachland/Angleton Accounts, the Disposal Accounts and liabilities of Transferor under the ContractsReal Property; b. (b) All obligationsLiabilities for the customer deposits (the “Customer Deposits”) and deferred revenue obligations (the “Deferred Revenue”) listed on Schedule 1.3(b), liabilities and commitments in respect of any which schedule will be attached by Sellers hereto at Closing; (c) Any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes Liabilities relating to the Assets with respect to Environmental Laws and Permits whether such Liabilities relate to periods preceding or following the Business as of Closing, including all closure/post-closure Liabilities with respect to the Assets (including such Permits) and all obligations under Applicable Laws (including Environmental Laws) to establish accruals for such Liabilities; (d) All Liabilities for Taxes relating to the Assets accruing on or after the Closing Date, including Taxes relating to the Real Property (subject to the terms of Section 6.4); f. (e) All liabilities or obligations relating to customer deposits Assumed Severance and Retention Bonus Liabilities, in accordance with the terms of Section 6.10(b) of this Agreement; (f) All Liabilities listed on the Balance SheetSchedule 1.3(f); g. (g) All costs and organizational expenses attributable other Liabilities which Buyers expressly agree to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor assume pursuant to Transfereethis Agreement; andand/or h. All obligations, liabilities, litigation and claims (h) Any other Liabilities (other than Excluded Liabilities) of any nature whatsoever relating whatsoever, whether legal or equitable, or matured or contingent, arising out of or in connection with or related to any pastthe ownership, present lease, operation, performance or future employee use of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of Assets after the Closing Date.

Assumed Liabilities. Transferee hereby assumes(a) At the Closing, as Buyer shall assume only the obligations or liabilities of and with effect from Seller listed in Exhibit 1.2 attached hereto, in an aggregate amount not more than that listed in Exhibit 1.2; provided, however, that Buyer shall not assume any liabilities or mortgage obligations relating to any of Seller's real property. (b) Except for the Effective Time, and shall pay, perform and discharge any specific obligations, foregoing liabilities, Claims and litigation Buyer shall not assume any obligation, duty or liability of whatever kind and natureany nature whatsoever, primary or secondary, direct or indirect, absolute fixed or contingent, known including, without limitation: (i) any liability of Seller or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor its predecessors relating to the Business (collectivelygeneration, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligationsmanagement, liabilities and commitments in respect handling, transportation, treatment, storage, disposal, delivery, discharge, release or emission of any and all products Hazardous Substances (including Inventoryas defined in Section 6.4 of this Agreement) soldor other substance which requires investigation, manufacturedremoval, designedtransport or remediation under any federal, marketed state, or promoted by Transferor at local law or regulation; or any time other action, omission or condition affecting the environment arising from the conduct of the Business or occurrences prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claimsDate, including, without limitation, all pending claims and litigation relating those conditions specified on Exhibit 4.12 as described herein; (ii) any tax liabilities or similar assessments arising from the conduct of the Business or occurrences prior to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to or arising from the transfer of the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator consummation of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Businesstransactions contemplated hereby, including, without limitation, all obligations any liabilities for sales, bulk sales, use, transfer, stamp or income taxes, and any filing, recording or similar fees or charges; (iii) any liabilities for breach or default by Seller under any contract, lease or agreement assigned to Buyer hereunder, which accrued prior to the Closing Date; (iv) any liability with respect to any claim, suit, action or judicial, administrative or arbitration proceeding made or pending or commenced against Seller at or prior to the Closing Date, or made or commenced after the Closing Date in respect of any action, omission or condition occurring or existing prior to the Closing Date; (v) any undisclosed liabilities, which accrued prior to the Closing Date; (vi) any collective bargaining agreement, labor or employment agreement liabilities, any pension plan withdrawal or other liability, severance liability, funding deficiency, workmen's compensation, employee life and health insurance or similar liability to any employee or former employee of Seller, including, without limitation, any such liability under any multi-employer or single- employer plan, contract or arrangement, or obligation described in Section 4.23 herein, or any other liability in respect of any employee attributable to or in respect of any period prior to the Closing Date, none of which Buyer will be obligated to continue and (vii) any liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating products manufactured by Seller prior to the Assets or the Business as Closing. Seller shall discharge and satisfy, when and if due and payable, all liabilities which are not specifically assumed by Buyer under this Agreement and shall, upon request of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure Buyer, give Buyer evidence of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Datesuch payment.

Assumed Liabilities. Transferee hereby assumes, as of and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating (a) Subject to the Business terms and conditions of this Agreement, at the Closing Acquisition Sub shall assume the following liabilities of Seller or a Subsidiary (collectively, the “Assumed Liabilities”): (i) including The Transferred IP Obligations; (ii) The Transferred License Obligations; (iii) The Business Payables; (iv) The Business Contract Liabilities; and (v) The Business Lease Obligations. (b) Notwithstanding the foregoing and without limitation limitation, the followingAssumed Liabilities shall not include, and Acquisition Sub does not and shall not assume or be obligated to pay, perform, discharge or in any way be responsible for, and Seller or the applicable Subsidiary shall retain, any liabilities or obligations of the Seller or any Subsidiary whatsoever other than the Assumed Liabilities (such liabilities or obligations not to be assumed by Acquisition Sub being herein collectively referred to as the “Excluded Liabilities”). Without limiting the foregoing, and notwithstanding anything in Section 1.2(a) to the contrary, the Excluded Liabilities shall include: a. (i) All obligations and liabilities of Transferor under the Contracts; b. All obligationsdebts, liabilities and commitments obligations of the Seller and any Subsidiary under this Agreement; (ii) All debts, liabilities and obligations in respect connection with, resulting from or arising out of, directly or indirectly, the ownership of the Purchased Assets or the operation of the Business prior to 5:59 p.m. on the Closing Date, other than the Assumed Liabilities; (iii) All debts, liabilities and obligations arising by reason of or in connection with any and all products (including Inventory) solddefault or breach under any Assumed Contract, manufacturedBusiness Lease, designed, marketed Transferred IP or promoted by Transferor at any time Transferred License on or prior to the Closing Date or arising upon or by reason of the Closing of any of the Transactions; (iv) All legal, accounting, brokerage or finder’s fees, if any, or Taxes or other expenses incurred by the Seller or any Subsidiary in connection with this Agreement or the Businessconsummation of the Transactions; (v) Except as provided in Section 4.6(b) and (c), whether disclosed or undisclosedall debts, including product liability and infringement claims, liabilities and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation with respect to (A) any Tax of Seller or any Subsidiary relating to any such liabilitiestaxable period (or portion thereof), whether before or after the Closing Date, (B) any Tax resulting from or attributable to the consummation of the Transactions, or (C) the Taxes of any Person other than Seller or any Subsidiary under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise; c. All (vi) Except as provided in Section 4.12, below, all debts, liabilities, obligations and/or responsibilities relating to the employment or termination of employment by the Seller or any Subsidiary of any employee of Seller or any Subsidiary attributable to any actions or inactions by Seller or any Subsidiary on or prior to the close of business on the Closing Date, including all liabilities, obligations and responsibilities with respect to any employee benefit plan or arrangement of the Seller or any Subsidiary and any and all severance, wrongful dismissal, retention, stay bonus or similar obligations owed by Seller or any Subsidiary to any such employees (including any Transferred Employees) and including any and all liabilities, obligations and responsibilities arising from any conduct relating to Seller’s or any Subsidiary’s operations and employees at their respective facilities and any liability under the WARN Act (or any state or other applicable Law) derived from terminations of employees (including any Transferred Employees) occurring on or before the Closing, if any; and (vii) All debt, liabilities and obligations resulting from any Litigation of Transferor under purchase orders for raw materialsany nature (whether or not pending or threatened on the date hereof) involving Seller, packaging materialsany Subsidiary, work in processor the operation of the Business or the Purchased Assets prior to the Closing Date, consigned goods and finished goods including any claim related to (i) noncompliance by Seller or any Subsidiary with any applicable Law, including any Environmental Law, or (ii) the failure of Seller or any Subsidiary to comply with, or the breach of or default by Seller or any Subsidiary under, any contract or any product or other guaranty or warranty with respect to Remotes or other products manufactured, sold or distributed, or services provided, by Seller or any Subsidiary prior to the Closing Date; provided, that are outstanding as of subject to Sections 4.9 below, the parties agree that Acquisition Sub shall provide, at Seller’s expense, all Warranty Repairs or Replacements that relate to Remotes sold prior to the Closing Date with respect to which a claim is initiated after, or remains unresolved on, the Closing Date and that relate to the Assets Seller or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, applicable Subsidiary shall retain all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated other liability with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating respect to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Datesuch claim.

Assumed Liabilities. Transferee hereby assumesOn the terms and subject to the conditions set forth herein, as of and with effect from on the Effective Timedate hereof, Buyer will assume, and shall pay, discharge or perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become when due, all debts, liabilities and obligations that arise out of Transferor relating or are related to any of the Business following (collectively, the “Assumed Liabilities”): (i) including without limitation the following: a. All obligations and liabilities related to the Contracts, that arise on or after November 1, 2008 (the “Effective Date”); (ii) the Permitted Encumbrances, (iii) the current liabilities of Transferor Seller with respect to the operation of the Business that are set forth on Schedule 1.03(iii); (iv) all unpaid personal property taxes, if any, that are not overdue attributable to the Purchased Assets for any period beginning on and after the Effective Date; (v) all of Seller’s obligations under the Contracts; b. All obligations, liabilities Worker Adjustment and commitments in Retraining Notification Act with respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection operation of the Business as a result of (A) the acts of Buyer on or after the Closing, or (B) Buyer’s breach of its covenants with respect to Employees under Section 7.08; (vi) all amounts due to but that have not been paid to the customers of the Business, whether disclosed or undisclosed, including product liability and infringement claims, and ; (vi) any other obligations and liabilities identified in Schedule 1.03(vi); (vii) (A) the cost of goods sold of the Business and direct costs such as hall and vend fees, road expenses, art and design expenses, credit card fees, freight and trucking expenses and marketing and promotion expenses related to the touring activities of East-West Touring, Inc. (the “Dylan Tour”) for refundsthe period beginning October 22, adjustments2008 through the Effective Date, allowances, repairs, exchanges, returns (B) the cost of goods sold arising out of the operation of the Business for the period beginning on the Effective Date and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of ending on the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator (C) 50% of the activities conducted atpayroll expenses and all operating expenses as design costs, any property postage and delivery expenses, supply expenses, travel expenses, temporary labor expenses, telephone expenses, for the period beginning on the Effective Date and ending on the Closing Date (including leasehold real estatethe debits, liabilities and obligations referred to in this Section 1.03(vii) being collectively referred to herein as the “Post-Effective Liabilities”), at any time that relates which Post-Effective Liabilities will be paid for by Buyer to Seller in accordance with Section 2.08 below; and (viii) the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection operations of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of on and after the Closing Date; f. All , and assumes no other liabilities of Seller or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateits affiliates.

Assumed Liabilities. Transferee Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall assume and hereby assumes, as of and with effect from the Effective Time, and shall agrees to promptly pay, discharge or perform in full all of the Liabilities of Seller and discharge any specific obligationsits Affiliates related to or arising out of the Purchased Assets or the Business, liabilitiesin each case, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to other than the Business Retained Liabilities (collectively, the “Assumed Liabilities”) ” XE "Assumed Liabilities” \t “2.6” ), in each case, whether accruing prior to, on or after the Closing, including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any (a) Any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation Liabilities relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as or arising out of the Closing Date Specified Business Contracts (and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates if not related exclusively to the Business, including, without limitation, then only to the extent those Liabilities relate to the Business); (b) Any and all obligations and liabilities Liabilities relating to personal injury or arising out of the Transferred Leases; (c) Any and all obligations deferred revenue and liabilities under customer deposits of the Business, including any and all laws deferred revenue and regulations relating to protection of human health and the environment customer deposits arising from or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Specified Business Contracts (and if not related exclusively to the Business, then only to the extent relating to the Business) to the extent such deferred revenue and customer deposits are included in the determination of Closing Working Capital; (d) Any and all Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets or the Assumed Liabilities or exclusively arising out of or relating to the Business, other than Excluded Business Taxes; (i) Any and all Liabilities (A) exclusively relating to or arising out of the Business (including any past, current or future facilities, properties, operations, applications, products, services or solutions thereof) or (B) relating to or arising out of the Purchased Assets, in each case of clause (A) and (B) whether accruing before, on or after the Closing Date, and (ii) any and all Liabilities relating to or arising out of the ownership or operation of the Business from and after the Closing; (i) Any and all Liabilities relating to, arising out of or in respect of (A) any Transferred Business Employee that is an Offer Employee to the extent arising on or following the Closing (other than Liabilities relating to, arising out of, or in respect of a Benefit Plan that is not an Assumed Employment Agreement), (B) any Transferred Business Employee that is an Automatic Transfer Employee, to the extent arising on or following the Closing, subject to Section 5.6(o), including the benefit liability arising on or following the Closing with respect to the Benefit Plans set forth in Section 2.6(f) of the Seller’s Disclosure Schedules, (C) Accrued Leave and Gratuity Liabilities that become due and payable following the Closing, (D) the Assumed Employment Agreements to the extent arising on or following the Closing and (E) the Retention Bonuses; and (ii) any other Liabilities assumed by Purchaser pursuant to Section 5.6; (g) Any and all Liabilities with respect to any return, refund, repair, warranty, product liability claim or similar Liabilities (i) relating to or arising out of the Purchased Assets, (ii) exclusively relating to applications, products, services and solutions of the Business (whether or not designed, created or sold on, prior to or after the Closing Date) or (iii) relating to or arising out of applications, products, services and solutions of the Business to the extent designed, created or sold after the Closing Date; (h) Any and all trade payables (whether current or non-current) and other accounts payable (other than to Seller or any of its Subsidiaries) of the Business as of the Effective Time in each applicable jurisdiction to the extent such trade payables are included in the determination of Closing DateWorking Capital; f. All liabilities (i) Any and all Indebtedness to the extent related to or obligations arising out of (i) the Purchased Assets or the Business at or after the Closing; (j) Any and all Liabilities in respect of any Proceeding to the extent relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer or arising out of the Business from Transferor or to Transfereethe extent relating to or arising out of the Purchased Assets (for the avoidance of doubt, if not related exclusively to the Business, then only to the extent those Liabilities relate to the Business); and h. (k) All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee other Liabilities identified on Section 2.6(k) of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSeller Disclosure Schedules.

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions of this Agreement, as of and with effect at Closing, the Purchaser shall assume from the Effective TimeSeller (and thereafter pay, perform, discharge when due, and otherwise satisfy in accordance with their respective terms), and the Seller shall payirrevocably convey, perform transfer and discharge any specific obligationsassign to the Purchaser, liabilitiesall Liabilities that relate to, Claims and litigation arise out of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating are attributable to the Business or the ownership or operation of the Purchased Assets, regardless of whether such Liabilities arose prior to, on or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Notwithstanding anything to the contrary set forth herein, the Assumed Liabilities shall include all Liabilities (other than Excluded Liabilities) including without limitation the followingarising from, related to or that are attributable to: a. All obligations and liabilities of Transferor (a) any condition, event, circumstance, activity, practice, incident, action or omission existing or occurring prior to or after Closing on or under or attributable to the ContractsPurchased Assets or the Business that has resulted or may result in any Environmental Action; b. All obligations(b) the use, liabilities and commitments in respect storage, disposal or treatment, or the transportation for storage, disposal or treatment, of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time Hazardous Materials prior to or after the Closing Date in connection with on or under or attributable to, the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Purchased Assets or the Business; d. All obligations and liabilities (c) the presence or Release of Transferor arising any Hazardous Materials on or under the Purchased Assets prior to or after the Closing, including any Liabilities associated with the exposure of any Person to Hazardous Materials as a result of being the owner or occupant of, operation of the Business or the operator Purchased Assets; (d) violations of or other impositions of Liability under Law, including Environmental Laws, attributable to the activities conducted atPurchased Assets or the Business after the Closing; (e) Assigned Contracts, Assigned Licenses, the Real Property Leases or the Assigned Easements; (f) any property (including leasehold real estate)Business Employee or former employee or independent contractor who is or was employed by, at provides or provided services to the Seller or any time that relates of its Affiliates in connection with the Business and whose services are or were primarily related to the Business, including, without limitation, all obligations wages, salaries, federal withholding and liabilities social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs and accrued vacation, in any way relating to personal injury and all obligations and liabilities under all laws and regulations events occurring on or prior to the Closing, other than the Pre-Closing Wages/Vacation (collectively, the “Employee Liabilities”); (g) Claims that pertain to the ownership, operation or conduct of the Business or the Purchased Assets, arising from any acts, omissions, events, conditions, activities, practices, incidents or circumstances occurring on or before Closing or relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of period ending on or before the Business from Transferor to TransfereeClosing; and h. All obligations(h) the items listed on Schedule 1.3(h). The Parties acknowledge and agree that, liabilitiesas between the Seller and the Purchaser (for purposes of this Agreement, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoingincluding Article V), the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating include Liabilities arising from, related to or that are attributable to the Business Assigned Contracts, the Real Property Leases, the Assigned Easements or the Assigned Licenses, even if the express terms of any Assigned Contracts, the Real Property Leases, the Assigned Easements or the Assigned Licenses or any assignment agreements or Third Party Consents executed in connection with Closing, state that the Seller remains liable, responsible or obligated for any such Assumed Liabilities. Liabilities arising from, related to or that are attributable to clauses (a), (b), (c), with respect to Environmental Laws, clause (d) above, are collectively referred to herein as of the Closing Date“Environmental Liabilities.”

Assumed Liabilities. Transferee hereby assumesIn accordance with the provisions of this Agreement, as of at the Closing, subject to Article 11, the Purchaser will assume and with effect from the Effective Time, and shall pay, pay or perform and discharge when due any specific obligations, liabilities, Claims and litigation all of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or the Liabilities of the Seller to become due, of Transferor the extent relating to the Business or the Purchased Assets, whether arising on, prior to or following the Closing Date, in each case other than the Excluded Liabilities (collectively, the “Assumed Liabilities”) including without limitation ). Subject to Article 11, the Assumed Liabilities include the following: a. All obligations (a) To the extent reflected in the Final Closing Net Working Capital, all Liabilities arising after the filing by the Seller of the Case and liabilities prior to the Closing, including all Liabilities reserved or accrued within the “Other Accrued Expenses” line item for the ▇▇▇▇ facility on the Final Closing Net Working Capital (other than (i) Taxes for any Pre-Closing Period or otherwise allocated to the Pre-Closing Period pursuant to Section 9.1(c), (ii) the Trade Accounts Payable, (iii) the European Trade Accounts Payable, (iv) the Shared Accounts Payable and (v) the Accrued Payroll and Benefits); (b) all Liabilities for Taxes imposed on the Purchaser pursuant to Section 9.1 or otherwise allocated to the Post-Closing Period pursuant to Section 9.1(c); (c) all Liabilities of Transferor the Seller and the Selling Affiliates arising on, prior to or following the Closing Date under the ContractsIncluded Contracts and the Governmental Authorizations included in the Purchased Assets, including payment of the Cure Costs; b. All obligations(d) all pension obligations in the manner and to the extent described in Article 10, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed accrued vacation and sick time relating to the employment of Transferred Employees on or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes Liabilities relating to the Assets or employment of the Business as of Transferred Employees arising after the Closing Date; f. All liabilities (e) all Liabilities arising out of or obligations relating to customer deposits listed on the Balance Sheettermination by the Seller in connection with the transactions contemplated by this Agreement of, or failure by the Purchaser to hire, any Employees, including any Liabilities to provide benefits or severance with respect to any Employee or any of their dependents, beneficiaries and joint annuitants and any Liabilities arising under the WARN Act and any other Laws requiring notification to or consultation with Employees or their representatives as a result of the transactions contemplated by this Agreement; g. All costs (f) all Liabilities assumed by the Purchaser and organizational expenses attributable its Affiliates pursuant to Article 10; (g) all Liabilities associated with the Owned Real Property first arising on or following the Closing Date (except as provided in Article 11); (h) all Liabilities relating to or arising out of Environmental Laws or Hazardous Materials, including, except as provided in Article 11, any Known Environmental Liability and any Unknown Environmental Liability, relating to the organization Business, the Purchased Assets, or the Owned Real Property, arising on, prior to or following the Closing Date, other than the Off-Site Liabilities (as defined below), the Compliance Liabilities (as defined below) and capital structure ▇▇▇▇ Air Issue Fines and Penalties (as defined below); (i) all Liabilities with respect to any return, rebate, recall, warranty or similar liabilities relating to products of Transferee and the Business; (j) all transfer taxes Liabilities associated with transfer the Consignment Raw Material Inventory; and (k) all other Liabilities arising out of, relating to or incurred in connection with the Business or the Purchased Assets following the Closing Date, including (i) the operation of the Business from Transferor after the Closing Date, (ii) the use by the Purchaser or its permitted licensees of Purchased Intellectual Property and (iii) any other condition arising following the Closing Date with respect to Transferee; and h. All obligations, liabilities, litigation and claims the Purchased Assets. For purposes of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoingclarity, the Assumed Liabilities shall exclude do not include any accounts payable accrued on the Balance Sheet Liabilities of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as Acquired Company, all of which will remain Liabilities of the Closing DateAcquired Company before, on and after Closing.

Assumed Liabilities. Transferee hereby assumesOn the Closing Date, but effective as of and with effect from the Effective Time, Buyer shall assume and shall payagree to discharge only the following Liabilities of Sellers (the "Assumed Liabilities"): (i) any Liability related to or arising from the ownership or use of the Transferred Assets from and after the Effective time; (ii) any Liability of Sellers or Buyer arising after the Effective Time under any Assumed Contract; (iii) any Liability arising out of or relating to products of the Optoelectronics Business to the extent manufactured or sold by Buyer or any of its subsidiaries, perform affiliates, successors or assigns after the Effective Time, or sold by Sellers or any of their subsidiaries, affiliates, successors or assigns beginning on and discharge from August 29, 2003; (iv) any specific obligations, liabilities, Environmental Claims and litigation or permitting requirements arising out of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the operation of the Optoelectronics Business (collectivelyby Buyer, its subsidiaries, affiliates, successors or assigns after the “Assumed Liabilities”) including without limitation Effective Time, or to Buyer's ownership, occupation or use of or operations at the following: a. All obligations Telstar Facility, or the occupation or use of or operations at the Telstar Facility by Buyer's subsidiaries, affiliates, successors or assigns from and liabilities after the Closing Date, or Buyer's leasing of Transferor under or operations at the Contracts; b. All obligationsMonterey Park Facility or Tongmei Facility; provided, liabilities and commitments in respect of however, that Buyer shall not be liable to Sellers or any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at Seller Indemnified Person for Environmental Costs for any time Environmental Claim relating to conditions existing prior to the Closing Date in connection with Effective Time at the BusinessMonterey Park Facility, whether disclosed Tongmei Facility, or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitiesthe Telstar Facility; c. All obligations and liabilities of Transferor under purchase orders (v) any Liability for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor Taxes arising as a result of being Buyer's operation of the owner or occupant ofOptoelectronics Business, or the operator operation of the activities conducted atOptoelectronics Business by Buyer's subsidiaries, any property (including leasehold real estate)affiliates, at any time that relates to the Businesssuccessors or assigns or ownership, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment use or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as operation of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on Transferred Assets after the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeEffective Time; and h. All obligations, liabilities, litigation and claims (vi) all obligations of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoingBuyer under this Agreement, the Assumed Liabilities shall exclude any accounts payable accrued on ▇▇▇▇ of Sale, the Balance Sheet of Assignment and Assumption Agreement, the Transferor (other than customer deposits shown on Patent Assignment Agreement, the Balance Sheet) relating to Grant Deed, the Business as of Monterey Park Lease, the Closing DateTongmei Lease, the Trademark License Agreement, the Escrow Agreement, the MOCVD Equipment Lease and the China Equipment Lease.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions set forth in this Agreement, as of and with effect from the Effective TimeClosing Date, and shall Buyer agrees to assume, satisfy, perform, pay, perform discharge and discharge any specific obligations, liabilities, Claims and litigation be solely responsible for each of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business following Liabilities (collectively, the “Assumed Liabilities”): (a) including without limitation all current Liabilities of the following: a. All obligations and liabilities of Transferor under type designated on the ContractsReference Balance Sheet as to be assumed by Buyer (the “Assumed Current Liabilities”); b. All obligations(b) all Liabilities relating to, liabilities and commitments or arising in respect of, (i) the Purchased Assets accruing, arising out of, or relating to events, occurrences, acts or omissions happening from and after the Closing Date or the operation of the Property, the Business or the Purchased Assets from and after the Closing Date, and (ii) all Assumed Contracts which were not fully performed and were not required to have been so performed, prior to the Closing Date, excluding any and all products (including Inventory) sold, manufactured, designed, marketed Liability resulting from any breach thereof on or promoted by Transferor at any time prior to the Closing Date in connection by Seller or any of its Affiliates or any of their respective Representatives, to the extent of such breach; (c) all Liabilities of Seller with the Businessrespect to entertainment, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability dining and other claimsreservations made by patrons relating to the Property or the Business from and after the Closing Date; (d) all Liabilities for Taxes arising from and attributable to the ownership of any portion of the Purchased Assets or the other Assumed Liabilities after the Closing Date; (e) all Liabilities relating to Transferred Employees accruing from and after the Closing Date to the extent arising out of or relating to their employment by Buyer; (f) all Liabilities under, pursuant or relating to any Environmental Laws, including, without limitation, all pending claims and litigation Environmental Liabilities, relating to any such liabilities; c. All obligations and liabilities to, resulting from, caused by or arising out of Transferor under purchase orders for raw materialsownership, packaging materialsoperation, work in process, consigned goods and finished goods that are outstanding as use or control of the Closing Date and that relate to the Assets Property or the Business; d. All obligations and liabilities of Transferor , accruing, arising as a result of being the owner or occupant out of, or relating to events, occurrences, acts or omissions happening from and after the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the BusinessClosing Date, including, without limitation, all obligations and liabilities any Liability relating to personal injury and all obligations and liabilities under all laws and regulations relating contamination or exposure to protection of human health and the environment Hazardous Substances at or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of Property or the Business from Transferor to TransfereeBusiness; provided, however, that Seller shall retain liability for the Liabilities set forth in Section 1.3(j) hereof; and h. All (g) to the extent lawfully transferable, all obligations, liabilities, litigation commitments and claims of Liabilities under any nature whatsoever relating Seller Permits assigned to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance SheetBuyer pursuant to Section 1.1(i) relating to the Business as of the Closing Datehereof.

Assumed Liabilities. Transferee hereby assumesAt Closing, Buyer shall assume and agree to pay, discharge, or perform as appropriate, only the following liabilities and obligations of Seller (“Assumed Liabilities”): (a) the obligations of Seller under the Assumed Contracts that (i) arise after the Closing, (ii) relate to periods following the Closing, and (iii) are to be paid or performed at any time after the Closing; (b) the obligations and liabilities as set forth on Schedule 1.03, as may be updated from time to time in accordance with this Agreement; and (c) liabilities arising out of Buyer’s operation of the Purchased Business after the Closing. Except for the Assumed Liabilities, Buyer is not assuming or agreeing to pay or perform any debts, liabilities or obligations of Seller, including without limitation any debts, liabilities or obligations relating to or arising out of (a) failure to pay or perform any obligation required to be paid or performed prior to Closing; (b) federal, state, or local tax claims or liabilities of Seller arising prior to Closing; (c) hiring, employment, contractual relationships with or termination of Staff prior to Closing, including without limitation any obligation or liability of Seller in respect of accrued salaries, accrued profit sharing or severance pay, or any obligation or unfunded liability arising from any pension or other employee benefit plan, in each case arising prior to Closing; (d) obligations or liabilities to customers or suppliers arising prior to Closing; (e) environmental liabilities arising prior to Closing; (f) health and with effect from the Effective Timesafety liabilities arising prior to Closing; (g) accounts payable, accrued expenses, or obligations under assumed contracts arising prior to Closing, other than Assumed Liabilities; or (h) any other debt, liability or obligation arising, and to be performed or paid, prior to Closing, including without limitation the operation and management of the Purchased Business prior to Closing (all of the foregoing, individually and collectively, herein referred to as “Retained Liabilities”). Seller shall fully pay, perform and discharge any specific obligations, liabilities, Claims all Retained Liabilities when and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether as due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection accordance with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Daterespective terms.

Assumed Liabilities. Transferee hereby assumes, as of and with effect from the Effective TimeBuyer shall be responsible for, and shall payassume ------------------- and agrees to pay or discharge, perform and discharge any specific obligations, liabilities, Claims and litigation all Liabilities of whatever kind and nature, primary the Purchased Business or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating that relate to the Business Purchased Assets other than the Excluded Liabilities (collectively, the “"Assumed Liabilities”) "), including without limitation but not limited to the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of (a) any and all Liability arising out of any event that occurs, products (including Inventory) which are sold, manufactured, designed, marketed or promoted services which are performed by Transferor at any time prior to Buyer on or after the Closing Date in connection with Date, or arising out of Buyer's operation of the Business, whether disclosed Purchased Business on or undisclosed, including after the Closing Date; (b) any and all product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claimswarranty Liability, including, without limitation, all pending claims the cost of services and litigation relating materials of Buyer's responding to and providing service or materials to any such liabilities; c. All obligations purchaser of a product manufactured by Seller which product is covered by valid and liabilities of Transferor under purchase orders for raw materialsunexpired warranty given by Seller, packaging materialsor imposed by law, work in process, consigned goods and finished goods that are outstanding as of prior to the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant ofDate, or the operator of the activities conducted atgiven by Buyer, any property (including leasehold real estate)or imposed by law, at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet(c) any and all Liabilities of Seller arising under acquired Contracts; g. All costs (d) any and organizational expenses attributable all Liabilities of Seller in connection with acquired Equipment; (e) any and all accounts payable and trade payables of Seller that relate to the organization and capital structure of Transferee Purchased Business; (f) any and all transfer taxes associated with transfer Liabilities for sales or excise Taxes arising out of the Business from Transferor to Transfereesubject sale of the Purchased Assets; and h. All obligations, liabilities, litigation (g) any and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed all Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as Proprietary Rights; (h) any and all Liabilities to employees of Seller continuing in the employ of Buyer following the Closing Date, including but not limited to any liability for wages, salary, bonuses, vacation pay, sick leave pay or any other pay for time not worked, back pay and damages payable under make whole remedies pursuant to Applicable Law governing employment practices, whether such Liabilities arose prior to or subsequent to the Closing Date; (i) any and all Liabilities of Seller arising under or related to each of the employment agreements between Seller, on the one hand, and ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, respectively, on the other hand; (j) any and all Liabilities arising out of the performance of the conditions attached the municipal business development grant in the amount of Forty-five Thousand Dollars ($45,000) from the City of Cedar Falls, Iowa; (k) any and all Liability for Taxes arising prior to December 18, 1998; and (l) any and all other Liabilities of the Purchased Business or that relate to the Purchased Assets that are not expressly excluded under Section 2.6 below.

Assumed Liabilities. Transferee hereby assumesSubject to the provisions of this Agreement, as of at the Closing, the Purchaser will (and with effect from the Effective Time, will cause its Designated Affiliates to) assume and shall pay, pay or perform and discharge when due any specific obligationsand all Liabilities, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor the extent relating to the Business or the Purchased Assets (collectivelywhether of the Sellers or any of their Affiliates (including the Asset Selling Affiliates)), and whether arising on, prior to or following the Closing Date, in each case other than the Excluded Liabilities (the “Assumed Liabilities”) ), including without limitation the following: a. All obligations and liabilities (a) all other Liabilities of Transferor under the ContractsAsset Selling Affiliates to the extent relating to the Purchased Assets (including those reflected in Closing Net Working Capital); b. All obligations(b) all Liabilities of the Asset Selling Affiliates arising on, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to or following the Closing Date under the Included Contracts and the Governmental Authorizations included in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitiesPurchased Assets; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, c) all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes Liabilities relating to the Assets employment of Transferred Employees (subject to Article 10); (d) all Liabilities arising out of the Purchaser’s activities relating to and asserted by or on behalf of one or more Employees, regardless of whether such person becomes a Transferred Employee (subject to Article 10); (e) all Liabilities associated with the Business as of Assumed Benefit Plans and all other Liabilities expressly assumed by the Purchaser and its Affiliates pursuant to Article 10; (f) all Liabilities associated with the Leased Real Property arising on, prior to or following the Closing Date; f. All liabilities (g) all Liabilities for Taxes for which Purchaser or obligations its Affiliates are liable pursuant to Article 9; and (h) subject to Section 2.5(d), all other Liabilities arising out of, relating to customer deposits listed on or incurred in connection with the Balance Sheet; g. All costs and organizational expenses attributable to Business or the organization and capital structure of Transferee and all transfer taxes associated with transfer Purchased Assets, including (i) the operation of the Business from Transferor after the Closing Date, and (ii) any other condition arising on, prior to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating or following the Closing Date with respect to any past, present or future employee of the BusinessPurchased Assets. Notwithstanding any other provision of this Agreement, the foregoing, assumption by Purchaser (and any Designated Affiliates) of the Assumed Liabilities shall exclude will not be deemed to limit or qualify in any accounts payable accrued on manner the Balance Sheet representations and warranties of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSellers hereunder.

Assumed Liabilities. Transferee Corporation hereby assumes, as of assumes and with effect from the Effective Time, and shall agrees to pay, perform and discharge any specific obligations, liabilities, Claims each of the Assumed Liabilities. The parties to this Agreement expressly understand and litigation agree that the liabilities to be assumed by Corporation shall only include the following Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Rafaella (collectively, the “Assumed Liabilities”): (a) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligationsLiabilities arising out of, liabilities and commitments relating to or otherwise in respect of the Leases and any and all products vehicle leases or operating leases included in the Assets, to the extent such Liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date; (including Inventoryb) soldAll Liabilities arising out of, manufacturedrelating to or otherwise in respect of claims for personal injury, designedwrongful death resulting from, marketed or promoted any other warranty claims, refunds, rebates, product recalls, merchandise returns and/or similar claims with respect to the Inventory acquired by Transferor at any time Corporation on the Closing Date; (c) All Liabilities for merchandise returns and/or similar claims with respect to finished goods shipped prior to the Closing Date Date; (d) The Liabilities (including accounts payable and other current Liabilities) of the Business to the extent reflected, or to the extent amounts are expressly reserved therefor, in Target Stockholders’ Equity, as the same may be adjusted in the Closing Balance Sheet; (e) All Liabilities of Rafaella for fees, costs and expenses incurred in connection with the Transactions (other than the fees, costs and expenses of Anniston Capital, Inc. and its affiliates); (f) The Liabilities of Rafaella arising out of or relating to the Intangible Property Licenses to the extent such obligations or Liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business after the Closing Date; (g) All Liabilities of Rafaella arising out of, relating to or otherwise in respect of the Business Contracts or purchase orders issued by Rafaella in the ordinary course of business included in the Assets to the extent such Liabilities (1) arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date and (2) arise out of or relate to or are otherwise in any respect of the Business Contracts listed on Schedule 4.17 to the Purchase Agreement included in the Assets (and any Contract not required to be disclosed on such Schedule 4.17 solely as a result of such Contract’s failure to have revenue, payments or associated Liabilities in excess of the amounts set forth in Section 4.17 of the Purchase Agreement or as a result of such Contract being an ordinary course purchase order) to the extent such performance obligations (x) arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date, (y) arise, mature or become due on or after the Closing Date or (z) are reflected in Target Stockholders’ Equity, as the same may be adjusted in the Closing Balance Sheet; (h) All Liabilities arising out of, relating to or otherwise in respect of Taxes attributable to the Business or the Assets for all taxable periods commencing after the Closing Date including the portion after the Closing Date of any taxable period that includes, but does not end on, the Closing Date; (i) Liabilities for Indebtedness of the Business; (j) All Liabilities of Rafaella arising out of, whether disclosed relating to or undisclosedotherwise in respect of the Permits to the extent such Liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date; (k) All Liabilities arising out of, including product liability and infringement claims, and relating to or otherwise in respect of Permitted Liens to extent such obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating Liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date. (l) All Liabilities with respect to any such liabilities; c. All obligations and liabilities reimbursement under undrawn documentary letters of Transferor under credit entered into in the ordinary course of business in connection with the purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are of Inventory outstanding as of the Closing Date and that relate all Liabilities with respect to the Assets or the Business;letter of credit securing Rafaella’s lease at ▇▇▇▇ ▇▇▇▇▇▇▇▇; and d. All obligations and liabilities of Transferor (m) Any Liability arising as a result of being the owner or occupant of, or the operator out of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer operation of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of after the Closing Date.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, as of at the Closing, Sellers shall (or shall cause their applicable Subsidiaries to) assign to Buyer and with effect Buyer shall assume from the Effective Time, Sellers or their applicable Subsidiaries and shall pay, perform agree to pay and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become when due, of Transferor relating to only the Business following Liabilities (collectively, the “Assumed Liabilities”): (a) including without limitation all Liabilities relating to, or arising in respect of, the following:Purchased Assets arising out of or relating to (i) events, occurrences, acts or omissions occurring after the Closing Date or (ii) the operation of the Business or the Purchased Assets by Buyer after the Closing Date; a. All obligations and liabilities (b) all Liabilities of Transferor Sellers under the ContractsPurchased Contracts to be paid or performed after the Closing Date, including the Cure Costs, required to be paid or otherwise satisfied in connection with the assumption and assignment thereof, pursuant to Section 365 of the Bankruptcy Code; provided, that neither Buyer nor its Designated Purchaser shall be liable for any applicable Cure Costs that are waived by the contract counterparty pursuant to and consistent with Section 5.7.6; b. All obligations(c) (i) all Liabilities, liabilities and commitments in respect solely to the extent incurred after the Closing Date, relating to the employment or performance of services, or termination of employment or services, of any Continuing Employee after the Closing Date by Buyer or its Affiliates and (ii) any Liabilities under each Assumed Plan, solely to the extent both incurred and solely related to the period after the Closing; (d) as set forth in Section 5.3.2, all products Liabilities with respect to Transfer Taxes; (including Inventorye) soldall Tax Liabilities that relate to the Purchased Assets for which any Seller is obligated attributable to a taxable period (or portion thereof) following the Closing Date; (f) Liabilities for all ordinary course administrative expenses, manufacturedaccounts payable and operating expenses, designedin each case, marketed arising or promoted by Transferor at any time incurred after the Closing Date; (g) Liabilities for ordinary course accounts payable incurred and unpaid as of the Closing Date but not payable until due after the Closing Date in an amount set forth on Schedule 1 attached hereto; (h) Liabilities for ordinary course payroll obligations incurred and unpaid as of the Closing Date but not payable until due after the Closing Date, which shall be reimbursed to the Liquidation Trust within sixty (60) days after the Closing Date in an amount set forth on Schedule 1 attached hereto; (i) Liabilities for other expenses and obligations incurred and unpaid prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of but not payable until due after the Closing Date and that relate to the Assets or the Businessin an amount set forth on Schedule 1 hereto; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transfereej) [Reserved]; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee (k) the Liabilities set forth on Section 2.2.1(k) of the BusinessSeller Disclosure Schedules, which Section of the Seller Disclosure Schedules may be modified by Buyer from the date hereof through one (1) Business Day prior to the Auction, but in the event no Auction is held, two (2) Business Days prior to the Sale Hearing in accordance with Section 4.3.4. Notwithstanding For the foregoingavoidance of doubt and without limiting Buyer’s obligations to pay and discharge when due all Assumed Liabilities (giving effect to the applicable limitations contained in this Section 2.2.1), to the extent an Assumed Liability is or could be listed under more than one clause of the definition of Assumed Liabilities, there shall be no double counting and Buyer shall only be obligated to assume and pay the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateonce.

Assumed Liabilities. Transferee hereby assumes(a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of and with effect from the Effective TimeClosing Date, and from and after the Closing Date Purchaser shall pay, perform and discharge any specific obligationswhen due, the following liabilities, Claims obligations and litigation commitments of the Sellers (the “Assumed Liabilities”): (i) all liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury or other harm to person or property, which resulted from the use or misuse of Products or otherwise related to the Products (including all Proceedings relating to any such liabilities) to the extent such Products were manufactured by or for Purchaser on or after the Closing Date (except to the extent the Seller or its Affiliates is responsible for such liabilities under the terms of the Manufacturing Agreement); (ii) all liabilities, obligations and commitments arising out of or relating to the return of or warranty claims relating to any Products returned for refund, replacement or credit (the “Return Liabilities”); (iii) all liabilities, obligations and commitments arising out of or relating to any coupons or rebates related to any Products (the “Coupon Liabilities”); (iv) all promotional and coop advertising liabilities, obligations and commitments arising out of or relating to, directly or indirectly, the marketing, distribution or sale of the Products (the “Promotion Liabilities”); (v) any liabilities, obligations or commitments arising out of or relating to any Assumed Contract, except to the extent such liabilities, obligations or commitments arise from the Sellers’ breach or default (including for this purpose any event which, with notice or lapse of time or both, would constitute such a breach or default) of any provision of any Assumed Contract prior to the Closing; (vi) any liabilities, obligations or commitments arising out of or relating to any Proceeding relating to the Acquired Assets or the Products not otherwise subject to indemnification in favor of any Purchaser Indemnitee pursuant to Section 6.2(a)(i) hereof; (vii) all trade accounts payable due and owing by the Sellers on the Closing Date to any unrelated third party with respect to the manufacture, distribution, marketing and sale of any Products (“Accounts Payable”); (viii) any open purchase orders relating exclusively to the Acquired Assets and not related to the manufacture of the Products; (ix) any liabilities, obligations and commitments for the Orajel monograph study relating exclusively to the Business to the extent of the accruals or reserves for such items in Closing Working Capital; and (x) all other liabilities, obligations and commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, absolutearising out of or relating to, contingent directly or otherwiseindirectly, whether due the Acquired Assets or to become duethe Products or the ownership, sale or lease of Transferor relating any of the Acquired Assets but only to the Business (collectivelyextent such liabilities, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and or commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating are attributable to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materialsaction, packaging materialsomission, work in processperformance, consigned goods and finished goods that are outstanding as of non-performance, event, condition or circumstance on or after the Closing Date and that relate are not otherwise subject to indemnification under Section 6.2(a)(i)(A) in favor of any Purchaser Indemnitee pursuant to Article VI hereof. (b) Notwithstanding any other provision of this Agreement or any other writing to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate)contrary, at any time that relates to the BusinessClosing, includingPurchaser shall assume and shall pay, without limitation, all obligations perform and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, discharge when due only the Assumed Liabilities and shall exclude not assume, nor have any accounts payable accrued on the Balance Sheet obligation to pay, perform or discharge any Excluded Liability. All Excluded Liabilities shall be retained by and remain liabilities, obligations and commitments of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as Sellers. The term “Excluded Liability” shall mean all liabilities, obligations and commitments of the Closing Date.Sellers, whether or not accrued, that are not Assumed Liabilities, including without limitation:

Assumed Liabilities. Transferee On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.1(d), the Acquiror hereby assumesagrees, as effective at the time of the Closing, to assume and with effect from the Effective Time, and shall thereafter timely to pay, discharge and perform and discharge any specific obligationsin accordance with their terms, liabilities, Claims and litigation the following Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Asset Sellers (collectively, the “Assumed Liabilities”): (i) including without limitation all Liabilities arising out of, based upon, resulting from or relating to the following: a. All obligations and liabilities Transferred Assets or the Business to the extent that they relate to, arise out of Transferor under or result from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, after the ContractsClosing; b. All (ii) all Liabilities for Taxes, whether or not accrued, assessed or currently due and payable, relating to the operation or ownership of the Business (including for clarification Taxes relating to the Transferred Assets), (x) for any period (or portion thereof) commencing on or after the Closing Date and (y) for periods which commence prior to and end after the Closing Date as apportioned in the manner described in Section 6.1 hereof; (iii) all Liabilities to the extent that they relate to, arise out of or result from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, after the Closing, (A) under any Environmental Laws or otherwise relating to the environment or natural resources, human health and safety or Materials of Environmental Concern and (B) Related to the Business (including the Transferred Assets or any past, current or future businesses, operations or properties, including any businesses, operations or properties for which a current or future owner or operator of the Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise); and (iv) all obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, Products manufactured, designedmarketed, marketed sold or promoted by Transferor distributed at any time prior to on or after the Closing Date (including all obligations, liabilities and commitments in connection with the manufacture, marketing, sale or distribution thereof) in connection with the Business, whether disclosed or undisclosedincluding all product liability, including product liability infringement and infringement misappropriation claims, all obligations and liabilities arising out of or relating to the activities and operations of third-party contract manufacturers and co-packers (including all environmental obligations and liabilities), and all obligations and liabilities for promotions, advertising, refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date.

Assumed Liabilities. Transferee hereby assumesAt the Closing, except as of described in ------------------- this Section 1.2, the Purchaser shall assume and with effect from the Effective Timeagree to pay, and shall paysatisfy, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether as the same shall become due or (i) all accounts payable to become due, of Transferor relating the extent they relate to the Business and are listed on a schedule prepared by the Seller and delivered to the Purchaser prior to the Closing Date, and (collectivelyii) all liabilities resulting from or arising out of the operation of the Business by the Purchaser, or the Purchaser's ownership, operation or use of the Acquired Assets, or the actions or omissions of the Purchaser, its Affiliates, agents, contractors or subcontractors in connection therewith, following the Closing, including but not limited to liabilities under Assigned Contracts and the Real Estate Leases, in each case arising after the Closing Date (the "Assumed Liabilities"), pursuant to an Assumption Agreement substantially in the form of Exhibit 1.2 hereto. Notwithstanding anything contained in this Agreement to the contrary, the “Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, debt or commitment of the Seller, including, but not limited to, any liabilities, obligations, debts or commitments of the Seller incident to, arising out of or incurred with respect to this Agreement and the transactions contemplated hereby, other than the Assumed Liabilities”. Without limiting the foregoing, the following liabilities shall be retained by the Seller (the "Excluded Liabilities"): (a) any liability of the Seller for Income Taxes attributable to the Business or the Acquired Assets for Pre-Closing Tax Periods, including without limitation (A) any liability for Income Taxes of the following:Seller pursuant to Treasury Regulation ss.1.1502-6(a) or any comparable provision of state, local or foreign law and (B) Income Taxes resulting from the sale and transfer from the Seller to the Purchaser of the Acquired Assets; and a. All obligations and (b) all liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) soldclaim, manufacturedlawsuit, designed, marketed action or promoted by Transferor at any time prior proceeding to the Closing Date in connection with the Businessextent such claim, whether disclosed lawsuit, action or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating proceeding directly pertains to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets Excluded Asset or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateExcluded Liability.

Assumed Liabilities. Transferee hereby assumes(a) Subject to the terms and conditions set forth herein, as of Buyers shall jointly and with effect from the Effective Timeseverally, assume and shall agree to pay, perform and discharge when due any specific obligationsand all Liabilities arising out of or relating to Buyer’s ownership or operation of the Purchased Assets on or after the Closing applicable to such Purchased Assets (including without limitation all maintenance, repair, calibration and spare part related Liabilities), other than the Excluded Liabilities (collectively, the "Assumed Liabilities"). For purposes of this Agreement, "Liabilities" means liabilities, Claims and litigation obligations or commitments of whatever kind and natureany nature whatsoever, primary whether asserted or secondaryunasserted, direct known or indirectunknown, absolute or contingent, known accrued or unknownunaccrued, accrued, absolute, contingent matured or unmatured or otherwise. (b) Buyers shall not assume and shall not be responsible to pay, whether due perform or to become due, discharge any of Transferor relating to the Business following Liabilities of Seller (collectively, the “Assumed "Excluded Liabilities”"): (i) including without limitation any Liabilities arising out of or relating to Seller's ownership or EA’s operation of the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time Purchased Assets prior to the applicable Closing Date corresponding to such Purchased Assets; (ii) any freight costs and China export taxes associated with shipment of the Purchased Assets from EMCORE’s Beijing facility to an airport located in connection Thailand as mutually determined in good faith by the Parties (the “Transfer Location”) (provided that Seller shall not have any Liability for Liabilities associated with any Thailand import taxes and duties related to the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation Purchased Assets); (iii) any Liabilities relating to any such liabilitiesor arising out of the Excluded Assets; c. All obligations and liabilities of Transferor under purchase orders (iv) any Liabilities for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates A) Taxes relating to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Purchased Assets or the Business as of the Closing Date; f. All liabilities Assumed Liabilities for any taxable period (or obligations relating to customer deposits listed any portion thereof) ending on the Balance Sheet; g. All costs and organizational expenses attributable or prior to the organization and capital structure of Transferee and all transfer taxes associated applicable Closing Date with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating respect to the Business as Corresponding Purchased Assets and (B) any other Taxes of the Closing DateSeller or EA.

Assumed Liabilities. Transferee Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall assume and hereby assumes, as of and with effect from the Effective Time, and shall agrees to pay, discharge or perform when due all of the Liabilities of Seller and discharge any specific obligations, liabilities, Claims and litigation its Affiliates related to or arising out of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due the Purchased Assets or to become duethe extent related to or arising out of the Business, of Transferor relating to in each case other than the Business Retained Liabilities (collectively, the “Assumed Liabilities”) ), in each case, whether accruing prior to, on or after Closing, including without limitation the following: a. All obligations (a) Any and liabilities all Liabilities relating to or arising out of Transferor under the Specified Business Contracts; b. All obligations(b) Notwithstanding any provision in Section 2.7 (except Section 2.7(b), liabilities Section 2.7(c) and commitments in respect of Section 2.7(k)), any and all products Liabilities (i) relating in any way to Environmental Laws or the Release of or exposure to Hazardous Materials and (ii) arising out of or relating to in any way any past, current or future businesses, operations, services or properties of or associated with the Purchased Assets, the Assumed Liabilities or the Business (including Inventoryany businesses, operations, products or properties for which a former, current or future owner or operator of the Purchased Assets, the Assumed Liabilities or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise); (c) soldAny and all Liabilities for Taxes imposed with respect to, manufactured, designed, marketed arising out of or promoted by Transferor at any time prior relating to the Closing Date in connection with Purchased Assets, the Assumed Liabilities or the Business other than Excluded Business Taxes; (d) Any and all Liabilities relating to or arising out of the Business, whether disclosed accruing before, on or undisclosedafter the Closing Date, including product liability and infringement claimswhether known or unknown, fixed or contingent, asserted or unasserted, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets not satisfied or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business extinguished as of the Closing Date, other than Excluded Business Taxes; f. All liabilities (e) Any and all Liabilities (i) in respect of Transferred Business Employees arising at or obligations after the Closing or incurred prior to the Closing Date, (ii) assumed by Purchaser pursuant to Section 5.7, or (iii) arising with respect to the Transferred Business Employees pursuant to the Assumed Benefit Plans; (f) Any and all Liabilities (i) in clause (g) or (h) in the definition of Funded Debt or (ii) relating to customer deposits listed on or arising out of the Balance SheetPurchased Company Benefit Plans; g. All costs (g) Any and organizational expenses attributable all Liabilities of the Purchased Companies, including any Funded Debt or other Indebtedness of the Purchased Companies (in the case of such Funded Debt, solely to the organization and capital structure extent such Funded Debt is included in the determination of Transferee Closing Funded Debt), related to or arising out of the Purchased Assets or to the extent related to or arising out of the Business; (h) Any and all transfer taxes associated with transfer Funded Debt or other Indebtedness to the extent related to or arising out of the Purchased Assets or the Business from Transferor (in the case of such Funded Debt, solely to Transfereethe extent such Funded Debt is included in the determination of Closing Funded Debt); and h. (i) All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee other Liabilities identified on Section 2.6(i) of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSeller Disclosure Schedules.

Assumed Liabilities. Transferee hereby assumesSubject to Closing, as of and with effect from at the Effective Closing Time, and shall the Purchaser will assume and, subsequent thereto, will pay, satisfy, discharge, perform and discharge any specific obligations, liabilities, Claims fulfill all of the following obligations and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business liabilities (collectively, the “Assumed Liabilities”): (a) including without limitation all of the following: a. All obligations and liabilities of Transferor the Vendor under the Assumed Contracts, Leases and the Permitted Encumbrances, excluding any obligations and liabilities of the Vendor relating to the Agrirecycle Liens and Credit Suisse Registrations; b. All obligations(b) all obligations and liabilities of the Vendor with respect to the operations of the Purchased Business and the ownership or rental of the Purchased Assets, excluding the Retained Liabilities and including all accounts payable, accrued liabilities and commitments customer deposits payable associated with the Purchased Business or the ownership or rental of the Purchased Assets (including the Current Liabilities); (c) all of the obligations and liabilities accruing prior to, on and after the Closing Time or otherwise resulting from any action or inaction taken by the Purchaser on or after the Closing Time in respect of any and all products of the Purchased Business Employees who have accepted the Purchaser’s offer of employment; (including Inventoryd) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to all of the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities with respect to amounts owing to any Purchased Business Employees, including for refundsvacation time, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability wages and other claimscompensation, including, without limitation, all pending claims and litigation for any Losses arising out of Claims by Purchased Business Employees relating to the period on or after the Closing Time in respect of any such liabilitiesand all of the Purchased Business Employees who have accepted the Purchaser’s offer of employment; c. All (e) any and all other obligations and liabilities of Transferor expressly assumed by the Purchaser under purchase orders this Agreement, and for raw materialsgreater certainty, packaging materialsthe Vendor will not retain or continue to be responsible for and will not have any obligation to pay, work in processsatisfy, consigned goods and finished goods that are outstanding as discharge, perform or fulfill any of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateLiabilities.

Assumed Liabilities. Transferee hereby assumes(a) In partial consideration of the sale of the Conveyed Assets to Purchaser, as at the Closing, Purchaser shall assume from Seller all of the following liabilities and with effect from the Effective Timeobligations (whether or not fixed, and shall paycontingent or absolute, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary accrued or secondary, direct or indirect, absolute or contingentunaccrued, known or unknown), accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to but excluding the Business Excluded Liabilities (collectively, the “"Assumed Liabilities”"): (i) including without limitation the following: a. All all obligations and liabilities resulting from the ownership, use, operation or maintenance of Transferor the Conveyed Assets, from and after the Closing, or the conduct of the Seller Business from and after the Closing; (ii) all liabilities and obligations under the Contracts; b. All obligations, Assumed Contracts related to the period from and after the Closing plus such liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time obligations related to the period prior to the Closing Date to the extent included in connection with the Business, whether disclosed or undisclosed, including product liability calculation of the Proration Payment Amount; (iii) the obligations and infringement claimsliabilities being expressly assumed by Purchaser pursuant to this Agreement; (iv) all claims by, and obligations and liabilities for refundsrelating to, adjustmentsany Transferred Employee relating to services performed from and after the Closing, allowances, repairs, exchanges, returns and warranty, merchantability and other including any such claims, including, without limitation, all pending claims and litigation obligations or liabilities relating to wages, severance payments, bonuses, medical and workers' compensation claims, vacation pay and any such liabilitiesother employee benefit plans or arrangements and payroll practices relating to services performed from and after the Closing; c. All (v) all liabilities and obligations with respect to the Licenses related to the period from and liabilities after the Closing to the extent such Licenses are Conveyed Assets (including without limitation the Rebuild Commitment); (vi) Seller's defense of Transferor under purchase orders the litigation matters set forth on Section 2.2(a)(vi) of the Seller Disclosure Schedule; provided, that Seller shall remain liable for raw materials, packaging materials, work any penalties imposed in process, consigned goods and finished goods that are outstanding connection therewith for the failure by Seller to comply with subpoenas or other specific requests for information during the period prior to Closing; (vii) any accounts payable incurred as of the Closing Date (whether or not reflected on Seller's books and that relate records on such date) by Seller in the conduct of the Business prior to the Assets or Closing to the Business; d. All obligations and liabilities of Transferor arising as a result of being extent included in the owner or occupant of, or the operator calculation of the activities conducted at, any property Proration Payment Amount; and (including leasehold real estate), at any time that relates viii) all liabilities and obligations with respect to customer deposits for equipment located on the premises of subscribers to the Business, includingnot to exceed up to two times the amount of such deposits included in the calculation of the Proration Payment Amount pursuant to clause (iv) of the definition thereof. (b) Notwithstanding anything to the contrary contained in this Agreement, without limitationthe term "Assumed Liabilities" shall not include liabilities and obligations relating to: (i) the Excluded Assets or (ii) with respect to Assumed Contracts, all liabilities and obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes such Assumed Contracts relating to the Assets performance or the Business as non-performance of such Assumed Contracts prior to the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable (iii) any other liability related to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor period prior to Transferee; and h. All obligationsClosing, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on those included in the Balance Sheetcalculation of Proration Payment Amount (the liabilities and obligations expressly excluded from "Assumed Liabilities" by this Section 2.2(b) relating are referred to collectively as the Business as of the Closing Date"Excluded Liabilities").

Assumed Liabilities. Transferee hereby assumesAt the Closing, as of Buyer shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge any specific obligationswhen due all liabilities and obligations (other than Excluded Liabilities (as defined in Section 1.1(d))) of Seller, liabilitiesof every kind, Claims nature, character and litigation of whatever kind and naturedescription, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, in each case, to the extent arising out of Transferor or relating to the Acquired Assets or the Business before, on or after the Closing Date or that are otherwise expressly assumed by Buyer pursuant to this Agreement (collectively, the “Assumed Liabilities”) ), including without limitation the followingfollowing obligations and liabilities: a. All (i) all obligations and liabilities which arise out of Transferor Buyer’s operation of the Business, the use of the Acquired Assets and/or sale or provision of any products or services related to the Business manufactured, licensed, sold or provided by Buyer or any of its Affiliates (as defined in Section 1.5) after the Closing, except to the extent any such obligations or liabilities are expressly indemnifiable by Seller hereunder; (ii) all obligations and liabilities under or arising out of the Transferred Contracts (including any liability or obligation related to any failure to obtain any consent, license, permit, waiver, approval or authorizations (a “Consent”) required to transfer Seller’s right, title and interest in any such contract, agreement, commitment or lease); (iii) all obligations and liabilities under the Contractslicenses, permits and franchises transferred pursuant to Section 1.1(a)(i)(F); b. All obligations(iv) all obligations and liabilities arising out of the ownership, leasing or operation of the Owned Facility, whether incurred prior to, on or following the Closing Date; (v) all obligations and liabilities and commitments in respect arising out of or related to the employment or termination of any and all products current employee of Seller exclusively engaged in the Business or named on Schedule 1.1(c)(v) (any such employee, including Inventory) soldthose named on Schedule 1.1(c)(v), manufactureda “Business Employee”), designedin each case, marketed or promoted by Transferor at any time prior solely to the Closing Date extent relating to the employment or termination of such Business Employee by Buyer or any of its Affiliates following the Business Employee’s commencement of employment with Buyer or any of its Affiliates or which are otherwise the responsibility of Buyer pursuant to Section 7.6 (for the avoidance of doubt, Assumed Liabilities shall not include any liabilities or obligations in connection with the Business, whether disclosed termination of any Business Employee by Seller or undisclosed, including product liability and infringement claims, and any Affiliate of Seller prior to the Closing); (vi) all obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns any Taxes and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating expenses which are expressly assumed by Buyer pursuant to any such liabilitiesSection 7.8; c. All (vii) all obligations and liabilities arising out of Transferor or relating to Deferred Specified Contracts (as defined in Section 1.5) under purchase orders for raw materialsSection 1.5; (viii) all liabilities, packaging materialsmonetary damages, work in processfines, consigned goods penalties, costs and finished goods expenses (including reasonable attorneys’ fee and expenses) (collectively, “Damages”) resulting from or constituting any obligation of Seller or any of its Affiliates under any letter of credit or any other obligation or borrowing of the Business that are outstanding subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Seller or any of its Affiliates as of the Closing Date and that relate to the Assets or the Businessset forth on Schedule 4.2; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, ix) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations primarily arising out of or primarily relating to personal injury and the Acquired Assets or the Business prior to, on or after the Closing Date (regardless of whether identified in the Disclosure Schedule), other than any Excluded Liabilities; and (x) all obligations and liabilities under all laws and regulations arising out of or relating to protection of human health products or services associated with any product or service manufactured, sold or provided in connection with the Business prior to, on or after the Closing Date (including any product liability claim and any claim for the environment repair, rework, replacement or return of, or any hazardous claim for breach of warranty in respect of or toxic wastesrefund of the purchase price of, substances any product or materials; e. All accrued personal property and real estate taxes relating to the Assets service associated with any such product or the Business as service, regardless of whether any such claim was brought prior to, on or after the Closing Date; f. All liabilities ). From and after the Closing, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all Damages incurred or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable suffered by Seller or any of its Affiliates to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business extent resulting from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the constituting Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateLiabilities.

Assumed Liabilities. Transferee hereby assumes(i) Purchaser does not and shall not assume or agree to assume the liabilities and obligations of Seller of any nature, direct, contingent or otherwise, except (A) all liabilities and obligations with respect to the performance under each of the Assumed Contracts at the Closing from and after the Closing Date, provided the other contracting party or parties consent to the assignment of such contract to Purchaser or, if the other contracting party or parties do not consent to the assignment, Purchaser shall assume the liabilities and obligations thereunder only for so long as it receives the benefits thereunder, (B) the trade accounts payable and accrued expenses of Seller relating to the Business incurred in the ordinary course of business and outstanding as of the Closing Date other than those payable to Pall and with HMP (the "Trade Payables"), (C) all liabilities and obligations of Seller under the Real Estate Lease, (D) all accrued commissions due employees of Seller other than the Retained Employees as of the Closing Date for sales by Seller in the ordinary course of business under commission agreements or arrangements customarily maintained by Seller and in effect from as of June 30, 2002 and (E) the Effective TimeJust In Time Accruals incurred in the ordinary course of business and outstanding as of the Closing Date (all of such assumed liabilities being herein referred to as the "Assumed Liabilities"). (ii) Except for the Assumed Liabilities, and Purchaser shall pay, perform and discharge not assume or be bound by any specific obligations, liabilities, Claims and litigation obligations or liabilities of whatever Seller of any kind and or nature, primary or secondaryknown, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become duewhatsoever, all of Transferor relating to which shall be retained by Seller (the Business (collectively"Retained Liabilities"). Seller shall be responsible for and pay any and all losses, the “Assumed Liabilities”) including without limitation the following: a. All obligations damages, obligations, liens, assessments, judgments, fines, disposal and liabilities of Transferor under the Contracts; b. All obligationsother costs and expenses, liabilities and commitments in respect claims, including interest and penalties, as the same are incurred, of every kind or nature whatsoever (all the foregoing being a "Claim" or the "Claims"), made by or owed to any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior person to the Closing Date in connection with extent any of the Business, whether disclosed or undisclosedforegoing relates to the Retained Liabilities, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation Claims relating to any such liabilities; c. All obligations (A) Seller's operations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates assets unrelated to the Business, (B) the Excluded Assets, (C) any employees or Employee Benefit Plans of Seller, including any Severance and Change in Control Payments, except for liabilities and obligations arising out of the employment of such persons by Purchaser after the Closing Date, (D) any Taxes of Seller, (E) any indebtedness for borrowed money of Seller, (F) the operations or assets of the Business arising in connection with or on the basis of events, acts, omissions, conditions or any other state of facts occurring or existing prior to or on the Closing Date, or (including, without limitationin each case, all obligations and liabilities any Claim relating to or associated with product liability matters, Tax matters, pension and benefit matters, any failure to comply with applicable laws and/or permitting or licensing requirements, personal injury and all obligations property damage matters and liabilities under all laws environmental and regulations worker health and safety matters), (G) products liability claims relating to protection of human health Inventory purchased by Seller and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating sold prior to the Assets Closing, other than Inventory previously purchased or acquired by Seller from Purchaser, and (H) the Business as Pall Payable. (iii) The assumption of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities by Purchaser hereunder shall exclude be treated as independent of Purchaser's existing business and shall not enlarge any accounts payable accrued on the Balance Sheet rights of third parties under contracts or arrangements with Purchaser or Seller or any of their respective Affiliates. Nothing herein shall prevent Purchaser from contesting in good faith any of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as Assumed Liabilities; provided, however, no such contest by Purchaser shall relieve Purchaser of its indemnification obligations under Section 9.3 hereof. Nothing herein shall prevent Seller from contesting in good faith any of the Closing DateRetained Liabilities; provided, however, no such contest by Seller shall relieve Seller of its indemnification obligations under Section 9.2 hereof.

Assumed Liabilities. Transferee hereby assumes, as As of and with effect from the Effective TimeDate, Buyer agrees to assume -------------------- the future payment and shall payperformance of the following liabilities and obligations of Seller, perform and discharge any specific whether known or unknown, fixed or contingent, recorded or unrecorded (collectively, the "Assumed Liabilities"): (a) The Contracts; (b) All notes payable, indebtedness, royalty payments, or other obligations, liabilities, Claims and litigation guarantees of whatever kind Seller whether or not accrued on or before the Effective Date as set forth in Schedule 1.3(b) attached hereto and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, incorporated herein by reference; (c) All of Transferor relating to the Business Seller's current liabilities as set forth in Schedule 1.3(c) attached hereto and incorporated herein by reference; and (collectively, the “Assumed Liabilities”d) including without limitation the following: a. All obligations and Such other liabilities of Transferor under the Contracts; b. All obligationsSeller as Buyer expressly elects to assume in writing. Buyer shall indemnify and hold each of Seller and Seller Group harmless from all suits, actions, losses, damages, claims, or liabilities and commitments in respect of any and all products (including Inventory) soldcharacter, manufacturedtype, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claimsdescription whatsoever, including, without limitation, all pending claims expenses of litigation, court costs, and litigation attorney's fees, relating to any such liabilities; c. All obligations and liabilities or arising out of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet and/or Buyer's assumption of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as payment or performance of any of the Closing DateAssumed Liabilities, WHETHER OR NOT SUCH SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITIES ARE THE DIRECT OR INDIRECT RESULT OF THE NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY OR SELLER OR SELLER GROUP.

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions set forth herein, in consideration of the provisions of this ARTICLE II and effective as of the Closing, Seller shall assign and with effect from the Effective Timetransfer, and Buyer shall assume and agree to pay, perform and discharge any specific obligations, liabilities, Claims and litigation all of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwisethe Liabilities of Seller, whether due or to become due, of Transferor relating to a period prior to, on or after the Business Closing, related to or arising from the business and operations of the University or the Purchased Assets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”) ), including without limitation the following: a. All obligations (a) all accounts payable, notes payable, trade payables and liabilities expenses payable of Transferor under the ContractsUniversity; b. All obligations, liabilities and commitments in respect of any and (b) all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business Current Liabilities as of the Closing Date; f. All liabilities (c) Liabilities arising under (i) the Transferred Leased Real Property and (ii) the Assigned Contracts; (d) Liabilities arising out of Buyer’s exercise of Intellectual Property rights under any University IPR Agreements or obligations royalties, fees, commissions and other amounts pursuant to any such University IPR Agreements; (e) Liabilities arising out of the manufacture, use, distribution, importation, or sale of any University Product; (f) Liabilities arising out of Actions contesting or challenging the ownership, scope, validity or enforceability of any Intellectual Property Registration; (g) Liabilities under the Benefit Plans other than the Equity Plan and the Deferred Compensation Plan; (h) Liabilities associated with any current or former officer, retiree, employee, independent contractor, consultant, agent, director or manager of the University, including any Liabilities arising from or relating to customer deposits listed on the Balance Sheetemployment or engagement of such persons by Seller, any Related Contracting Party or any of their respective subsidiaries of any such persons, or the termination of employment or service of any such persons or any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments and including, without limitation any Liabilities associated with Transferred Employees other than as set forth in Section 8.06; g. All costs and organizational expenses attributable (i) Liabilities for Taxes relating to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereePurchased Assets for any Post-Closing Tax Period; and h. All obligations(j) any Liabilities for any Indebtedness, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee other than Indebtedness for borrowed money (as specified in clause (a) of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet definition of the Transferor (other than customer deposits shown on the Balance Sheet“Indebtedness”) relating to the Business as of the Closing DateClosing.

Assumed Liabilities. Transferee hereby assumesAs of the Closing Date, as Buyer shall, without any further action on the part of Buyer or Seller, assume and with effect from the Effective Time, and shall agree to pay, perform and discharge any specific discharge, and indemnify, defend and hold Seller and the other members of the BP Group harmless from, each of the following liabilities (collectively, the "Assumed Liabilities") (provided that the Assumed Liabilities shall not include the Excluded Liabilities): (i) all obligations, responsibilities, liabilities, Claims costs and litigation expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether based in common law or statute or arising under written contract or otherwise, known or unknown, liquidated or unliquidated, real or potential, tangible or intangible, whether or not accrued, absolutecaused by, contingent arising out of, incurred in connection with or otherwise, whether due or to become due, of Transferor relating in any way to the ownership of the Purchased Assets or the operation of the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed now existing or promoted by Transferor arising at any time prior to to, on or after the Closing Date in connection with as heretofore, currently or hereafter conducted. Without limiting the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities generality of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude include all obligations, responsibilities, liabilities, costs and expenses of Seller and/or any other member of the BP Group caused by, arising out of, incurred in connection with or relating in any way to any of the following, prior to, on or after the Closing Date: (A) the Business (including the Refinery, the Real Property, the Inventories and the Personal Property); (B) all of the agreements, contracts, collective bargaining agreements, leases, permits or similar instruments, including easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (C) the Permits; (D) except with respect to Hydrocarbon Inventories, all accounts payable and accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) liabilities relating to goods and/or services provided to the Business as of on or after the Closing Date; (E) the Transferred Employees to the extent provided in Section 11; and (F) all actions, grievances, arbitrations, suits, liabilities, obligations, proceedings and investigations of, relating to or arising out of the Business or operations of the Business or any of the Purchased Assets, including those asserted under, relating to, arising out of or incurred in connection with Health, Safety and Environmental Laws; and (ii) subject to any rights to indemnification Buyer may have pursuant to Section 15, all obligations, responsibilities, liabilities, costs and expenses caused by, arising from, incurred in connection with or relating in any way to the ownership of the Purchased Assets or the operation of the Business under, relating to or otherwise required or incurred to achieve or maintain compliance with Health, Safety and Environmental Laws, as the same are in effect from time to time, irrespective of whether the events or conditions giving rise to such liabilities occurred prior to, on or after the Closing Date, including (A) any and all obligations, responsibilities, liabilities, costs and expenses caused by, arising from, incurred in connection with or relating in any way to the existence of asbestos and lead-based paint at, on or within the Business or the Purchased Assets, including any incidental contamination resulting therefrom (collectively, the "Asbestos-Related Liabilities"), (B) any and all obligations, responsibilities, liabilities, compliance costs and expenses (whether presently realized or projected) caused by, arising from, incurred in connection with or otherwise relating in any way to the matters disclosed in that certain URS report dated March 23, 2001, a copy of which previously has been provided to Buyer, the Confidential Information Memorandum or in any of the health, safety and environmental records or reports of the Business previously provided to Buyer (collectively, the "Disclosed Environmental Liabilities"), (C) any and all obligations, responsibilities, liabilities, compliance costs and expenses relating to governmental requirements including mandated clean-up, and (D) any and all obligations, responsibilities, liabilities, compliance costs and expenses incurred in connection with, arising as a result of or otherwise required to comply with those terms and conditions of the Project Sunshine Consent Decree. As used in this Agreement, "Project Sunshine Consent Decree" means that certain consent decree among the United States of America (including certain intervening state and local governments), BP Exploration and Oil Co., Amoco Oil Company and Atlantic Richfield Company, in Civil No. 2:96CV095 RL (N.D. IN), as the same may be amended, supplemented or revised from time to time.

Assumed Liabilities. Transferee hereby assumesAt the Closing, Buyer shall deliver to Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, at and as of the Closing, shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge when due all of the following obligations and liabilities of Seller or any specific obligationsof its Affiliates to the extent primarily related to the Acquired Assets, liabilitiesthe Product or the Business (collectively, Claims the “Assumed Liabilities”): (i) all obligations and litigation liabilities of whatever kind Seller or any of its Affiliates, of every kind, nature, character and naturedescription, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, in each case to the extent arising out of Transferor or relating to the Acquired Assets, the Product or the Business, whether arising before, at or after the Closing; (ii) all trade accounts payable related to the Business and all other obligations and liabilities reflected on the Closing Statement; (iii) all obligations and liabilities of Seller or any of its Affiliates under or arising out of the Transferred Contracts; (iv) all obligations and liabilities of Seller or any of its Affiliates under the Transferred Regulatory Approvals; (v) all obligations and liabilities of Seller or any of its Affiliates arising out of the ownership of the Transferred IP Registrations; (vi) all obligations and liabilities in respect of employee relations and benefits which are expressly the responsibility of Buyer pursuant to Section 7.10; (vii) all obligations and liabilities of Buyer under Section 7.1, Section 7.2 and/or Section 7.3; (viii) all obligations and liabilities in respect of Taxes for which Buyer is responsible pursuant to Section 7.7; (ix) all obligations and liabilities of Seller or any of its Affiliates arising out of or relating to Deferred Items under Section 1.5; (x) all obligations and liabilities of Seller or any of its Affiliates with respect to all Proceedings (including product liability claims, claims arising out of or relating to injury to or death of persons or destruction of or damage to property) or investigations arising out of or relating to the Business or the Acquired Assets or any Product developed, manufactured or sold prior to, at or after the Closing, regardless of whether any such Proceeding was commenced prior to, at or after the Closing; and (collectively, the “Assumed Liabilities”xi) including without limitation the following: a. All all obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect arising out of any and all products (including Inventory) sold, manufactured, designed, marketed Business Guarantee that is not replaced by Buyer at or promoted by Transferor at any time prior to the Closing Date pursuant to Section 4.5. From and after the Closing, Buyer shall defend, indemnify, protect and hold harmless Seller and its Affiliates from, against and in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claimsrespect of, and obligations will compensate and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns reimburse Seller and warranty, merchantability and other claims, including, without limitationits Affiliates for, all pending claims and litigation relating Losses (regardless of whether such Losses relate to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materialsclaim by a third party) suffered, packaging materialssustained, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets incurred or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment paid by Seller or any hazardous of its Affiliates that constitute or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as arise out of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateLiabilities.

Assumed Liabilities. Transferee hereby assumesAs of the Closing Date, on the terms and subject to the conditions hereof, and as of and with effect from additional consideration for the Effective TimePurchased Assets, the Buyer shall assume and shall pay, perform and discharge discharge, in accordance with their respective terms and subject to their respective conditions, all of the Liabilities of the Seller relating primarily to the Business not specifically defined as Retained Liabilities pursuant to Section 1.2(b) including the following Liabilities (collectively, the "Assumed Liabilities"): (i) any specific obligationsLiability under any Assigned Contract or under any Other Assigned Contract; (ii) any other Liabilities specifically assumed by the Buyer elsewhere in this Agreement or the Other Agreements; (iii) any Liability in respect of Hired Employees and beneficiaries of Hired Employees to the extent first arising after the Closing Date in their capacity as employees of the Buyer; (iv) any Liabilities specifically listed on Schedule 1.2(a)(iv) and hereafter updated as provided in Section 5.3(b); and; (v) any Liability arising out of or relating to product liability, liabilitiesbreach of warranty or similar claim for injury to person or property relating to the Purchased Assets; (vi) any Liability arising out of or relating to the return of any products produced by the Seller relating to the Business; (vii) any Liability for Taxes arising out of or relating, Claims and litigation directly or indirectly, to the Purchased Assets or the ownership, sale or lease of whatever kind and nature, primary any of the Purchased Assets to the extent included in the Closing Date Net Working Capital calculations or secondary, direct related solely to periods or indirect, absolute transactions after the Closing Date; and (viii) any Liability of the Seller existing on or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, after the Closing Date for the accounts payable of Transferor the Seller relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits those listed on Schedule 1.2(a)(viii) and hereafter updated as provided in Section 5.3(b). For the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure avoidance of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligationsdoubt, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, except for the Assumed Liabilities shall exclude specifically assumed by the Buyer hereunder, the Buyer and the Seller agree that the Buyer is not assuming any accounts payable accrued on the Balance Sheet Liability of the Transferor (other than customer deposits shown Seller and the Buyer hereby disclaims any Liabilities of the Seller not so specifically assumed, including the Retained Liabilities. Except for the Assumed Liabilities specifically assumed by the Buyer hereunder, the Parties intend that the Buyer is not, nor shall it be deemed to be a successor of the Seller with respect to any of the Seller’s Liabilities arising or accruing before, on the Balance Sheet) relating to the Business as of or after the Closing Date.

Assumed Liabilities. Transferee hereby assumesOn the Closing Date, Buyer shall deliver to Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as EXHIBIT A pursuant to which Buyer, on and as of the Closing Date, shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge any specific obligations, liabilities, Claims when due the following specifically identified liabilities and litigation obligations of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Seller (collectively, the “Assumed Liabilities”) including without limitation ), and neither the followingpurchase of the Acquired Assets nor anything else in this Agreement shall be deemed to infer or constitute an assumption by Buyer of any other obligations or liabilities of Seller: a. (i) All obligations and liabilities of Transferor reflected on the Most Recent Balance Sheet (as defined in Section 2.6) under the Contractscaption “Total Operating Liabilities”; b. (ii) All obligations, obligations and liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date (as defined in Section 2.6) and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed on or promoted by Transferor at any time prior to the Closing Date in connection with Date, to the Business, whether disclosed or undisclosed, including product liability and infringement claims, and extent such obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities would be properly reflected under the caption “Total Operating Liabilities” on a balance sheet of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding Seller prepared on the same basis as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business Most Recent Balance Sheet as of the Closing Date; f. (iii) All obligations and liabilities (except for Excluded Liabilities) arising or obligations incurred by Buyer and relating to customer deposits listed any period commencing on or after the Balance SheetClosing Date; g. (iv) All costs obligations and organizational liabilities which arise out of Buyer’s operation of the Business, the ownership, use or operation of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates on or after the Closing Date; (v) Except for Excluded Liabilities set forth in Section 1.1(d)(vi), or in other subsections of Section 1.1(d), all obligations and liabilities under or arising out of the Contracts; (vi) Except for Excluded Liabilities set forth in Section 1.1(d)(vii), or in other subsections of Section 1.1(d), all obligations and liabilities under the Licenses transferred pursuant to Section 1.1(a)(viii); (vii) Except for Excluded Liabilities set forth in Section 1.1(d)(viii), or in other subsections of Section 1.1(d), and for environmental obligations and liabilities retained by Seller pursuant to Section 1.1(d) and Article VIII, all obligations and liabilities arising out of the ownership or operation of any Owned Real Property, whether incurred prior to, on or following the Closing Date; (viii) Except for Excluded Liabilities set forth in Section 1.1(d)(ix), or in other subsections of Section 1.1(d), and for environmental obligations and liabilities retained by Seller pursuant to Section 1.1(d) and Article VIII, all obligations and liabilities arising out of the ownership, leasing or operation of any Leased Facility, whether incurred prior to, on or following the Closing Date; (ix) All obligations and liabilities in respect of employee relations and benefits assumed by Buyer pursuant to Section 10.4; (x) All obligations and liabilities for any Taxes and expenses attributable assumed by Buyer pursuant to Article IX; (xi) All obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xii) Except for Excluded Liabilities as set forth in Section 1.1(d)(x), or in other subsections of Section 1.1(d), all obligations and liabilities arising out of or relating to the organization and capital structure repair, rework, replacement or return of, or any claim for breach of Transferee and all transfer taxes associated with transfer warranty in respect of or refund of the Business from Transferor to Transfereepurchase price of, products or goods manufactured, or services provided, or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; and h. All obligations(xiii) Except for Excluded Liabilities set forth in Section 1.1(d)(xi), liabilitiesor in other subsections of Section 1.1(d), litigation all obligations and claims liabilities arising out of any nature whatsoever or relating to any past, present product liability or future employee service liability claim (including any such claim arising out of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) or relating to injury to or death of persons), or damage to or destruction of property, in each case relating to products or goods manufactured, or services provided, or sold prior to, on or after the Business as Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date.

Assumed Liabilities. Transferee hereby assumesAt the Closing, Buyer shall deliver to Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, as of the Closing, shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge any specific obligationswhen due and according to their terms all of the following liabilities and obligations of Seller, liabilitiesof every kind, Claims nature, character and litigation of whatever kind and naturedescription, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business due (collectively, the “Assumed Liabilities”): (i) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating listed on Schedule 1.1(c)(i), in each case except to personal injury the extent satisfied prior to the Closing; (ii) all obligations and liabilities arising or incurred by Buyer or any of its Affiliates at or after the Closing; (iii) all obligations and liabilities which arise out of Buyer’s sale of any products manufactured and/or sold by Buyer or any of its Affiliates at or after the Closing; (iv) all obligations and liabilities under all laws and regulations relating to protection or arising out of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Acquired Assets or the Business as conduct and operation of the Closing DateBusiness, in each case arising on or after the Closing; f. All (v) all obligations and liabilities in respect of employee relations and benefits that are the responsibility of Buyer pursuant to Section 9.3; (vi) all obligations and liabilities for any Taxes of Seller which are the responsibility of Buyer pursuant to Article VIII; (vii) all obligations and liabilities arising out of or obligations relating to customer deposits listed on the Balance SheetDeferred Items and Deferred Consents under Section 1.4; g. All costs (viii) all obligations and organizational expenses attributable liabilities of Seller with respect to all actions, suits, proceedings, disputes, claims or investigations to the organization extent arising out of or relating to the Acquired Assets or the conduct and capital structure of Transferee and all transfer taxes associated with transfer operation of the Business from Transferor prior to, on or after the Closing, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, at or after the Closing, but solely to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) extent relating to the Business as Products and excluding any obligations or liabilities relating to the Excluded Liabilities under Section 1.1(d); (ix) all obligations and liabilities of Seller arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the Closing Datepurchase price of, Business Products manufactured or sold prior to, at or after the Closing, regardless of whether any such claim was brought prior to, at or after the Closing; (x) all obligations and liabilities of Seller arising out of or relating to any product liability claim against Seller (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case relating to the Business Products manufactured or sold prior to, at or after the Closing, regardless of whether any such claim was brought prior to, at or after the Closing; and (xi) all obligations and liabilities for claims under Seller’s self‑insurance arrangements, if any, to the extent such claim is for a matter constituting an Assumed Liability.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, as Buyer agrees, effective at the time of the Closing, to assume all contracts and with effect from Liabilities of Seller or any of the Effective TimeRetained Subsidiaries of any kind, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary character or secondary, direct or indirect, absolute or contingent, description (whether known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor ) primarily relating to or arising out of the Business Purchased Assets or the conduct of the Business, except for the Excluded Liabilities (collectively, the “Assumed Liabilities”) ), including without limitation the following: a. All obligations and liabilities (a) all Liabilities set forth on the Latest Balance Sheet to the extent not satisfied prior to the Closing Date; (b) subject to Section 2.07, all Liabilities of Transferor Seller or any of the Retained Subsidiaries arising under the Contracts; b. All obligations, liabilities and commitments in respect (c) all Environmental Liabilities (other than the Excluded Environmental Liabilities); (d) all Liabilities arising out of any action, suit, investigation or proceeding before any arbitrator or any Governmental Authority, including all actions, suits, investigations and proceedings listed in Section 3.11 of the Disclosure Schedule; (e) all Liabilities relating to any products (including Inventory) sold, manufactured, designed, marketed manufactured or promoted by Transferor at any time sold on or prior to the Closing Date in connection with the Business, whether disclosed or undisclosedDate, including product liability and infringement claims, and warranty obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitiesproduct Liabilities; c. All obligations (f) all Liabilities and liabilities of Transferor under purchase orders commitments assumed by Buyer, or for raw materialswhich Buyer is otherwise responsible, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate pursuant to the Assets or the BusinessSection 8.02; d. All obligations and liabilities of Transferor arising as a result of being (g) the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to TransfereeTransferred Indebtedness; and h. All obligations(h) all Liabilities and commitments relating to current or former Business Employees, liabilitiesother than any such Liabilities and commitments that are expressly excluded pursuant to Section 2.05(d). Buyer's obligations under this Section 2.04 shall not be subject to offset or reduction, litigation and claims whether by reason of any nature whatsoever relating actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection herewith or therewith or any right to any past, present indemnification hereunder or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateotherwise.

Assumed Liabilities. Transferee hereby assumes(a) In connection with the purchase and sale of the Purchased Assets pursuant to this Agreement, as at the Closing, Buyer shall assume and agree to honor, pay and discharge when due the following liabilities and obligations of Seller (the "Assumed Liabilities"): (i) the liabilities and obligations of Seller under the Engagement Agreements or other Purchased Contracts assigned and transferred to Buyer hereunder, to the extent the performance thereof by Buyer is due from and after the Closing Date, including the obligation to perform services with effect from respect to the Effective Timeunapplied monetary portion heretofore paid to Seller of all retainers in respect of such Engagement Agreements; (ii) the liabilities and obligations of Seller under the Permits included in the Purchased Assets to be performed on or after, and shall payin respect of periods following, perform the Closing Date; and (iii) all other liabilities and discharge any specific obligations, liabilities, Claims and litigation obligations in respect of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating the Purchased Assets to the Business extent arising out of or related to facts or circumstances occurring after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities shall not include any liabilities (collectively, the “Assumed "Excluded Liabilities”") including without limitation the followingnot expressly assumed pursuant to Section 2.4(a), including: a. All (i) with respect to accounts payable, trade payables, notes payable or any other payables or similar obligations and liabilities of Transferor Seller existing on or for periods prior to the Closing Date; (ii) with respect to any indebtedness for borrowed money or otherwise of Seller; (iii) with respect to any liability of Seller for the payment of Taxes with respect to periods ending on or prior to the Closing Date; (iv) arising out of any Employment Agreement, or any contract, plan commitment, arrangement, understanding or agreement, other than obligations arising under the Purchased Contracts; b. All obligations(v) arising from the breach or violation of any Contract or Permit or other obligation or legal duty (including any tort committed or alleged to have been committed by Seller) or any violation of any Law occurring or in existence on or prior to the Closing Date, or arising from any breach or violation of any Contract which results from the transactions contemplated by this Agreement; (vi) any statutory obligations with respect to the continuation of benefits for Persons who cease to be Business Employees (other than Transferred Employees who subsequently cease to be employees of Buyer) and any obligations or liabilities and commitments of any kind under or in respect of the Benefit Plans; (vii) any liabilities under the Employment Agreements, arising out of Seller's employee manuals or policies, or any severance or termination costs incurred by Seller in connection with any of its partners or employees under Benefit Plans, contracts, policies, unemployment or other applicable laws or otherwise; (viii) arising from any environmental risk, contamination, condition, discharge or disposal occurring or in existence on or prior to the Closing Date, whenever and all products by whomever generated, whether or not in compliance with applicable laws; (ix) any liability of Seller which any Person seeks to impose upon Buyer by virtue of any theory of successor liability (including Inventoryliabilities relating to the Referenced Litigation), environmental matters, employee benefit plans, Taxes and labor and employment matters, or any indemnification obligations either arising prior to the Closing Date or relating to periods ending on or prior to the Closing Date; (x) sold, manufactured, designed, marketed pertaining to the products and/or services of Seller sold or promoted by Transferor at any time performed in full on or prior to the Closing Date in the nature of express or implied warranty, negligence, product liability, strict liability, personal injury, property damage, economic loss or replacement cost or third party liability, whether such obligations, liabilities or claims are in existence now or on the Closing Date or arise hereafter or thereafter, and whether or not any such obligations, liabilities or claims are presently known, foreseeable or discoverable by Seller or Buyer; (xi) with respect to any legal, accounting, professional, advisory, broker's, finders', referral, appraisal or other fees, costs or expenses of Seller in connection with the Businesstransactions contemplated by this Agreement, or any other Taxes, expenses or liabilities which under the express terms of this Agreement are not to be borne by Buyer; (xii) with respect to any Actions or other contingent liabilities of Seller, whether or not disclosed to Buyer, relating exclusively to periods and occurrences ended on or undisclosedbefore the Closing Date; (xiii) relating in any way to Seller's ownership, use, control or possession of any real property or personal property (except as expressly provided in the Transition Services Agreement); (xiv) with respect to hazards to health or safety arising exclusively from the operation of the Purchased Assets on or prior to the Closing Date, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitieshazards of occupational injury or disease; c. All obligations and liabilities of Transferor under purchase orders (xv) for raw materials, packaging materials, work in process, consigned goods and finished goods that the payment for any outstanding drafts or checks issued by Seller which are outstanding as of the Closing Date and that relate Date; or (xvi) relating in any way to the Assets or the Business; d. All obligations and liabilities Seller's characterization for Tax purposes of Transferor arising as a result of being the owner or occupant of, or the operator its use of the activities conducted at, any property (including leasehold real estate), at any time that relates to Purchase Price for the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection return of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims contributions of any nature whatsoever relating to any past, present withdrawing DAS Principals or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateDAS Professionals.

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions of this Agreement, as of and with effect at Closing, the Purchaser shall assume from the Effective TimeSeller (and thereafter pay, perform, discharge when due, and otherwise satisfy in accordance with their respective terms), and the Seller shall payirrevocably convey, perform transfer and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating assign to the Business Purchaser, only the following Liabilities (collectively, the “Assumed Liabilities”): (a) including without limitation the following: a. All obligations and liabilities of Transferor Liabilities under the Assigned Contracts, Assigned Licenses, Real Property Leases, Seller Leases or the Easements, except for Liabilities which arose from or are related to any (a) breach by the Seller of any such Assigned Contract, Assigned License, Real Property Lease, Seller Lease or Easement at or prior to the Closing; or (b) event, circumstance or condition occurring or existing at or prior to the Closing, of which the Seller had Knowledge at or prior to the Closing, that, with the notice or lapse of time, would constitute or result in a breach by the Seller of any such Assigned Contract, Assigned License, Real Property Lease, Seller Lease or Easement; b. All obligations(b) all Environmental Liabilities arising out of the ownership, liabilities and commitments in respect operation or conduct of any and all products (including Inventory) sold, manufactured, designed, marketed the Business or promoted by Transferor at any time the Purchased Assets prior to the Closing Date except for the Excluded Liabilities retained by the Seller pursuant to Section 1.4(c) and Section 1.4(d) (the “Assumed Environmental Liabilities”); (c) Claims that pertain to the ownership, operation or conduct of the Business or the Purchased Assets, arising from any acts, omissions, events, conditions, activities, practices, incidents or circumstances in connection with each case to the Businessextent occurring on or after the Closing; (d) Claims for personal injury or death or damage to property of any third party to the extent attributable to or arising out of the ownership or operation of the Business or the Purchased Assets on and after the Closing. Notwithstanding the foregoing or anything in this Agreement to the contrary, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities Assumed Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating Taxes shall only include Asset Taxes attributable to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Post-Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property Tax Period (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection portion of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses Asset Taxes attributable to the organization Post-Closing Tax Period portion of any Straddle Period as determined in accordance with Section 1.7(d)) and capital structure of Transferee and all transfer taxes associated with transfer any Transfer Taxes that are the responsibility of the Business from Transferor Purchaser pursuant to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSection 1.7(a).

Assumed Liabilities. Transferee hereby assumesIn connection with the purchase and sale of the Purchased Assets pursuant to this Agreement, at the Closing, the Buyer shall assume and pay, discharge, perform or otherwise satisfy all liabilities (I) of the Non-US Sellers as of and with effect from the Effective Timeset forth on Schedule 2.2, and shall pay(II) of the Asset Sellers to the extent and solely to the extent primarily arising out of or relating to the Asset Sellers’ operation of the Business or the Purchased Assets (the “Assumed Liabilities” ), perform including: (a) all liabilities of the Business reflected or reserved against in the Financial Statements or the notes thereto; (b) all liabilities accruing, arising out of or relating to the conduct or operation of the Business and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or in each case to become due, of Transferor the extent primarily relating to the Business (collectively, and incurred subsequent to the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the ContractsClosing; b. All obligations(c) all liabilities relating to the Purchased Assets in Closing Net Working Capital, liabilities and commitments Closing Indebtedness or Closing Transaction Expenses provided that a liability will not be deemed to be a liability in Closing Net Working Capital, Closing Indebtedness or Closing Transaction Expenses solely based on this clause (c); (d) any Taxes payable with respect to the portion of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to a Straddle Period beginning on the day after the Closing Date in connection with to the Business, whether disclosed extent arising out of or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities the Business or the Purchased Assets, which shall include Taxes payable with respect to actions taken out of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as the ordinary course of business by Buyer on the Closing Date and that relate after the Closing, and also including any Taxes to be paid by the Assets or the BusinessBuyer pursuant to Section 6.9; d. All obligations and (e) all non-Tax liabilities accruing, arising out of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets conduct or operation of the Business or the Business as ownership or use of the Purchased Assets from and after the Closing Date; f. All (f) all liabilities related to the Business under the Assumed Contracts and the Business Permits to be performed on or obligations after, or in respect of periods following, the Closing Date; (g) all liabilities, whether arising before, at or after the Closing, relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable use, application, malfunction, defect, design, operation, performance or suitability of any product sold or distributed by the Canadian Seller before the Closing by, or service rendered before the Closing primarily related to the organization and capital structure of Transferee and all transfer taxes associated with transfer Purchased Assets or the Business conducted by the Canadian Seller (including any products for which a current or future owner or operator of the Purchased Assets or the Business from Transferor may be alleged to Transfereebe responsible as a matter of Law, contract or otherwise); and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating (h) all non-Tax liabilities assumed by the Buyer pursuant to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateSection 5.6.

Assumed Liabilities. Transferee hereby assumesAt and after the Closing, as of Buyer shall assume and with effect from the Effective Time, and shall timely pay, discharge and perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary when due those Liabilities attributable to periods after the Closing under or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating with respect to the Business Licenses and the Assumed Contracts (collectively, the “Assumed Liabilities”) including without limitation ). All Liabilities not expressly assumed by Buyer hereunder are collectively referred to herein as “Non-Assumed Liabilities” and shall remain and be the following: a. All obligations and liabilities solely of Transferor under Seller. Without limiting the Contracts; b. All obligations, liabilities and commitments in respect generality of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Non-Assumed Liabilities shall exclude include the following: (i) any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating Liabilities arising from or related to the Business as and/or the Assets prior to Closing, (ii) all Liabilities relating to any of the Excluded Assets, (iii) any debts, obligations or other Liabilities owing from Seller or any of its affiliates to Seller or any of its affiliates, (iv) any Liability of Seller or any affiliate of Seller for Taxes relating to periods prior to Closing, whether or not shown on a Tax Return, (v) any Liability for Taxes payable with respect to Seller’s transfer of the Assets to Buyer and Seller’s consummation of the other transactions contemplated by this Agreement, except to the extent of Buyer’ obligation to pay such Liability under Section 12.2 of this Agreement; (vi) any claims or other Liabilities of Seller arising out of the operation of the Business prior to Closing under or relating to pre-Closing violations of Environmental Laws or pre-Closing releases of Hazardous Substances, (vii) Liabilities under any Non-Assumed Contract; (viii) any Liability to or in respect of, or arising out of or in connection with, the employment or cessation of employment by Seller of, any Employees or former Employees of Seller, including (A) any employment or consulting agreement, whether or not written, between Seller and any person, (B) any Liability under any Compensation Arrangement or Employee Plan, (C) any claim of an unfair labor practice or grievance or any claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state or local employment discrimination law or regulation, which shall have been asserted by any Employee or former Employee based on acts or omissions which occurred during the period of or relating to such Employee’s employment by Seller, whether or not such Employee is hired by Buyer or any of its affiliates, (D) any Liability relating to payroll, vacation, personal day or sick pay for any current or former employee, director, officer, consultant or independent contractor of Seller (except with respect to liabilities for any Employee employed by Buyer for any period after the Closing Date), (E) with respect to any actual or alleged agreements or promises to current or former employees, directors, officers, consultants or independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements maintained by Seller or any of its affiliates, and (F) any Liability arising out of or relating to any stay bonus, severance plan or arrangement, special waiting bonus or special retention plan or agreement, (ix) any Liabilities for legal, accounting or broker’s fees incurred by Seller and its affiliates in connection with this Agreement and the consummation of the transactions contemplated hereby, and (x) all Liabilities of Seller arising under this Agreement.

Assumed Liabilities. Transferee hereby assumes(a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of and with effect from the Effective TimeClosing, and from and after the Closing Purchaser shall pay, perform and discharge any specific obligationswhen due, only the following liabilities, Claims obligations and litigation commitments of Seller and its Affiliates (the "Assumed Liabilities") (i) except to the extent set forth in Section 1.3(c)(ii), all liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property, regardless of when asserted, which resulted from the use or misuse of Products or otherwise related to the Products (including all Proceedings relating to any such liabilities); (ii) except to the extent set forth in Section 1.3(c)(iii) (A) and (B), all liabilities arising out of or relating to the return of any Products on or after the Closing Date, whether or not sold by Seller or its Affiliates prior to, on or after the Closing Date; (iii) except to the extent set forth in Section 1.3(c)(iii)(C), all liabilities arising out of or relating to any rebates related to any Products; (iv) all liabilities for Taxes arising out of or relating to, directly or indirectly, the Businesses or the Acquired Assets (including the Products) or the ownership, sale or lease of any of the Acquired Assets, other than the Excluded Tax Liabilities; and (v) all other liabilities, obligations and commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, absolutearising out of or relating to, contingent directly or otherwiseindirectly, whether due the Businesses or to become duethe Acquired Assets (including the Products) or the ownership, sale or lease of Transferor relating any of the Acquired Assets but only to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating extent related to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets period on or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date;. 9 f. All liabilities (b) Purchaser and Seller hereby agree to reimburse one another, dollar for dollar, in the event that any of their or obligations relating their respective Affiliate's customers offset, against accounts payable by such customer to customer deposits listed on Seller or Purchaser or their respective Affiliates, the Balance Sheet; g. All costs and organizational expenses attributable to cost of any Products returned by such customer, in each case which are the organization and capital structure of Transferee and all transfer taxes associated with transfer responsibility of the Business from Transferor other party hereto pursuant to Transferee; and h. All obligationsthis Section 1.3. Seller and Purchaser agree to, liabilitiesand to cause their respective Affiliates to, litigation and claims provide notice to one another of any nature whatsoever relating such offset for which such party or its Affiliate is entitled to be reimbursed pursuant to this Section 1.3(b). Payment shall be made promptly following receipt of notice of any pastsuch offset by a customer (together with supporting documentation). Seller and Purchaser shall, present and Seller shall cause its Affiliates to, cooperate to ensure that a customer does not offset returns of any Product against both Seller (or future employee any of the Businessits Affiliates) and Purchaser. (c) Notwithstanding any other provision of this Agreement or any Related Instrument, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and its Affiliates. Notwithstanding the foregoing, the Assumed Liabilities The term "Excluded Liability" shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date.mean:

Assumed Liabilities. Transferee hereby assumesSubject to the terms and conditions of this Agreement (including Section 2.16 with respect to the Deferred Liabilities), as of and at the Closing (but with effect from the Closing Effective Time), and Purchaser shall, or shall paycause the applicable Purchaser Designee to, perform assume and discharge any specific obligations, liabilities, Claims and litigation perform when due all of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business following Liabilities (collectively, the “Assumed Liabilities”): (a) Any and all Liabilities relating to or arising out of the Specified Business Contracts, including without limitation the following: a. All obligations and liabilities any Funded Debt included as part of Transferor under the any such Specified Business Contracts; b. All obligations(b) Any and all Liabilities arising out of or relating to in any way (i) to the environment or natural resources, liabilities human health and commitments safety or Hazardous Materials relating to or arising out of the Purchased Assets or the Business, and (ii) any past, current or future businesses, operations, products or properties of or associated with the Purchased Assets, the Assumed Liabilities or the Business (including any businesses, operations, products or properties for which a former, current or future owner or operator of the Purchased Assets, the Assumed Liabilities or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise), other than as set forth in Section 2.7(h); (c) Any and all Liabilities with respect to any return, repair, warranty or similar Liabilities relating to products and services of the Business that were designed, manufactured or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Effective Time or as of the Closing; (d) Any and all Liabilities for Taxes imposed with respect to, arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Business for a Post-Closing Period; (e) Any and all Liabilities in respect of Transferred Business Employees and Business Independent Contractors, whether accruing before, on or after the Closing Date, but excluding any Excluded Employment Liabilities or any Excluded Pension Liabilities; (f) Any and all products Indebtedness of the Target Entities; (including Inventoryg) sold, manufactured, designed, marketed Any and all Liabilities relating to or promoted by Transferor at any time prior arising out of the Transferred Benefit Plans; and (h) Any and all other Liabilities relating to or arising out of the Closing Date in connection with Purchased Assets or the Business, whether disclosed accruing before, on or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. All liabilities , whether known or obligations relating to customer deposits listed on unknown, fixed or contingent, asserted or unasserted, in each case other than Retained Liabilities. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (h) in this Section 2.6; provided, that such fact does not imply that (A) such Liability shall be assumed more than once or (B) any duplication of such Liability is required. For the Balance Sheet; g. All costs and organizational expenses attributable to avoidance of doubt, without duplication of any amounts included in the organization and capital structure of Transferee and all transfer taxes associated with transfer calculation of the Business from Transferor to Transferee; and h. All obligationsapplicable Net Economic Benefit, liabilitiesfor purposes of Article IX, litigation Purchaser shall be responsible and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the liable for all Assumed Liabilities shall exclude any accounts payable accrued on (including the Balance Sheet of Deferred Liabilities) during and after the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateDeferred Period.

Assumed Liabilities. Transferee hereby assumes, as of and with effect from Upon the Effective Timeterms, and subject to the conditions, set forth herein, effective at the time of the Closing, Purchaser (or one of its Affiliates) shall assume, and hereby agrees to pay, perform satisfy, discharge or perform, all of the following Liabilities of Seller, the Seller Entities and discharge any specific obligationstheir applicable Affiliates (other than the NewCo Entities), liabilitiesin each case, Claims and litigation of whatever kind and naturewhether accruing prior to, primary at or secondary, direct or indirect, absolute or contingentafter the Closing, known or unknown, accruedfixed or contingent, absolute, contingent asserted or otherwise, whether due or to become due, of Transferor relating to the Business unasserted (collectively, the “Assumed Liabilities”): (a) including without limitation Liabilities for which Purchaser or any of its Affiliates expressly has responsibility pursuant to this Agreement or any other Transaction Document; (b) Any and all Liabilities solely to the following: a. All obligations and liabilities extent relating to, arising out of Transferor under or resulting from the Business Contracts; b. (c) All obligationsaccounts payable, liabilities trade accounts payable and commitments trade obligations to the extent relating to, arising out of or resulting from the conduct of the GES Business or the operation of the Purchased Assets (i) at or prior to the Closing, solely to the extent reflected in the final and binding Post-Closing Statement or (ii) after the Closing; (d) Any Current Liabilities and Indebtedness solely to the extent reflected in the final and binding Post-Closing Statement; (e) Any and all Liabilities solely to the extent arising out of or relating to any future businesses, operations, products, licensing or commercial practices or properties of or associated with the Purchased Assets, the Assumed Liabilities or the GES Business; (f) Any and all Liabilities for Purchaser Taxes; (g) Except as otherwise provided in this Agreement (including Section 5.8), any and all Liabilities (i) in respect of Transferred Business Employees and in respect of Business Contracts with individual service providers who primarily provide services to the GES Business (“Individual Service Providers”), whether arising at, prior to or after the Closing, (ii) relating to or arising under any Benefit Plan that is required to be transferred to Purchaser under applicable Law or (iii) relating to or arising under any Assumed Plan; (h) Any and all Liabilities in respect of any and all products Proceeding, audit, review, inquiry, or examination, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, solely to the extent arising out of, resulting from or to the extent related to, the GES Business or the operation or conduct of the GES Business at, prior to or after the Closing; (including Inventoryi) soldSubject to [***], manufacturedthe Liabilities Primarily Related to Ultraviolet (the “Ultraviolet Liabilities”); and (j) All other Liabilities that are not the subject of clauses (a) through (i) of this Section 2.6 to the extent Primarily Related to the GES Business and/or Purchased Assets or to the extent related to the operation or the GES Business and/or Purchased Assets, designedin each case, marketed whether arising at or promoted by Transferor at any time prior to the Closing Date Closing, or related in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate way to the GES Business and/or the Purchased Assets or after the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant ofClosing, or the operator of the activities conducted atin each case, any property (including leasehold real estate), at any time that relates except to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment extent otherwise expressly provided for in this Agreement or any hazardous other Transaction Document that such Liability shall be borne by Seller. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (j) of this Section 2.6; such fact does not imply that (i) such Liability shall be transferred more than once or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating (ii) any duplication of such Liability is required. The fact that a Liability may be excluded under one clause does not imply that it is not intended to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Datebe included under another clause.

Assumed Liabilities. Transferee hereby assumes, as Subject to the terms and provisions of and with effect from the Effective Timethis Agreement, and except as otherwise provided by this Section 2.3, Purchaser shall payassume no debts, perform liabilities or obligations of Seller except that Purchaser agrees at the Closing to assume and discharge any specific obligationsor perform when due the following (the "Assumed Liabilities"): (a) all debts, liabilitiesliabilities and obligations that Purchaser has expressly assumed or agreed to assume pursuant to this Agreement; (b) all debts, Claims liabilities and litigation obligations of whatever kind Seller under the Real Property Leases, the Equipment Leases, the Contracts and naturethe Permits to the extent such debt, primary liability or secondary, direct obligation relates to or indirect, absolute arises on or contingent, known following the Closing; (c) all accounts payable of Seller at Closing that are attributable to the Business; (d) all severance and other similar liabilities and obligations of Seller with respect to the Employees arising in connection with or unknown, accrued, absolute, contingent due to this Agreement or otherwise, whether due the consummation of the transactions contemplated by this Agreement; (e) all accrued liabilities of the Business identified or to become due, of Transferor provided for in the Financial Statements relating to the Business (collectively, the “Assumed Liabilities”) including without limitation the following: a. All obligations items listed and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claimsidentified on Schedule 2.3(e), including, without limitation, all pending claims and litigation relating to any such liabilitiesaccrued liabilities at Closing; c. All (f) all debts, liabilities and obligations that arise out of or relate to the Purchased Assets or the Business to the extent attributable to occurrences or circumstances arising on or following the Closing, including any obligations to deliver goods and liabilities of Transferor products following the Closing under purchase orders or commitments entered into by Seller prior to the Closing; (g) all liabilities for raw materialsstate and local real and personal property taxes which relate to the period on or subsequent to the Closing; and (h) all liabilities with respect to all actions, packaging materialssuits, work in processproceedings, consigned goods and finished goods that are outstanding as of the Closing Date and disputes, claims or investigations that relate to the Assets Business or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner ownership or occupant of, or the operator operation of the activities conducted at, any property (including leasehold real estate)Purchased Assets, at law, in equity or otherwise, arising on or following the Closing. Pursuant to Section 7.3, Purchaser shall indemnify and hold harmless Seller and its Affiliates from and against any time that relates to the Businessand all losses, damages, liabilities, costs and expenses (including, without limitation, all obligations attorneys' fees), judgments and liabilities relating settlements arising from Purchaser's failure fully or timely to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and pay, perform or satisfy the environment Assumed Liabilities. All persons or entities having any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated right with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating respect to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude are intended third-party beneficiaries of Purchaser's covenants in this Section 2.3. Purchaser's obligations to third parties under this Section will not be subject to offset or reduction by reason of any accounts payable accrued on the Balance Sheet actual or alleged breach of the Transferor (any representation, warranty or covenant contained in this Agreement or any closing or other than customer deposits shown on the Balance Sheet) relating to the Business as document contemplated by this Agreement, any right or alleged right of the Closing Dateindemnification hereunder or for any other reason.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions set forth in this Agreement (including, as of and with effect from without limitation, Buyer’s rights to indemnification under Article VIII), at the Effective TimeClosing, and Buyer shall assume, pay, satisfy, perform and discharge any specific obligationswhen due the following Liabilities of the Seller and the Companies, liabilitiesexcluding only the Excluded Liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business (collectively, the “Assumed Liabilities”): (a) all Environmental Liabilities with respect to the Companies and the Company Assets, whether arising before or after the Closing Date, including without limitation those Environmental Liabilities that arise out of or relate to (i) the following:Company Permits, including such Liabilities thereunder arising out of or relating to all reclamation and post-mining Liabilities at or relating to the Company Assets, (ii) any mine operating or safety compliance matters related to the condition of the Company Assets, (iii) compliance with Environmental Laws related to the Companies or the Company Assets; (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, Hazardous Materials claimed to be from the operation of the Companies or the Company Assets; and (v) the items set forth in Section 1.03(a) of the Disclosure Schedules; a. All obligations and liabilities (b) all Liabilities of Transferor any kind or character claimed to be from or arising out of or in connection with Buyer’s use, operation, possession or ownership of or interest in the Companies or the Company Assets, including all Liabilities related to the employees (identified in Section 3.13(a)(i) of the Disclosure Schedules), in each case, following the Closing; (c) any reclamation or response actions (removal or remedial actions) arising out of or relating to the Company Assets, whether arising before or after Closing; (d) all Liabilities arising under the ContractsConsent Decrees related to the Company Assets, whether arising before or after Closing; b. All obligations(e) all Transfer Taxes and Property Taxes for which Buyer is responsible pursuant to Sections 5.06(b) and (c), liabilities respectively; (f) all Liabilities of Companies, Seller and commitments in respect of any their Affiliates, arising under the UMWA Agreements, and Buyer expressly agrees to assume all products (including Inventory) soldduties and obligations arising under the UMWA Agreements, manufacturedwhether directly or indirectly, designedwhether arising before or after Closing, marketed or promoted by Transferor at any time except for monetary Liabilities owed to employees related to employee grievances filed prior to the Closing Date in connection with and arising out of the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilitiesUMWA Agreements; c. All obligations and liabilities of Transferor (g) all Liabilities under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of any NOVs whether issued before or after the Closing Date Date, except for fines and that relate penalties associated with NOVs issued prior to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed (h) all Liabilities on the Balance Sheet other than those Liabilities identified as remaining with Seller, including, for the avoidance of doubt, Liabilities for accrued floating pay, graduated pay, and personal leave for employees under the UMWA Agreements as represented on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations(i) all other Liabilities (including, liabilitiesbut not limited to, litigation Environmental Liabilities, Workers Compensation Liabilities and claims of any nature whatsoever relating to any past, present or future employee Black Lung Liabilities) of the Business. Notwithstanding Companies, excluding only the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DateExcluded Liabilities.

Assumed Liabilities. Transferee hereby assumesSubject to the satisfaction or waiver of the conditions set forth in this Agreement (and except to the extent specifically otherwise provided in Section 1.4 or Section 5.2), as of on the Closing Date, Buyer shall assume and with effect from the Effective Time, and shall agree to pay, perform and discharge any specific obligationsdischarge, liabilitiesas and when due, Claims and litigation all of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwisethe Liabilities of Company, whether due arising before or to become dueafter the Closing Date, of Transferor relating to the Business extent the same are unpaid, undelivered or unperformed on the Closing Date (collectively, the “Assumed Liabilities”), including (without limitation) including without limitation the following: a. (a) All obligations and liabilities of Transferor Liabilities arising under the Assumed Contracts; b. (b) All obligationsLiabilities arising under the Business Permits; (c) All current Liabilities, liabilities accrued Liabilities and commitments in respect of any and contingent Liabilities, including all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date Liabilities arising in connection with any Environmental Action where any such Environmental Action or Liability (i) is related in any way to Company’s or any previous owner’s or operator’s ownership, operation or occupancy of Company or its business, any real property or the BusinessPurchased Assets, and (ii) occurred, existed, arose out of conditions or circumstances that existed, or was caused, in whole or in part on or before the Closing Date, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, not known to Buyer; the Liabilities assumed pursuant to this Section 1.3(c) include (without limitation) Liabilities arising under any applicable Environmental Law; provided, all pending claims and litigation relating however, that Buyer’s agreement to assume such liabilities shall not be deemed an admission of any action or omission giving rise to such liabilities; c. (d) All obligations Liabilities relating to or arising out of any employment action or practice in connection with persons previously employed, employed or seeking to be employed by Company, including Liabilities based upon breach of employment or labor contract, employment discrimination, wrongful termination, wage and liabilities hour or health and safety requirements, workers compensation, the Worker Adjustment Retraining Notification Act of Transferor under purchase orders for raw materials1988, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate amended (to the Assets or extent provided for in Section 5.2(i)), the Business; d. All obligations Occupational Safety and liabilities Health Act of Transferor arising 1970, as a result of being the owner or occupant ofamended, or the operator National Labor Relations Act, constructive termination, wrongful termination, failure to give reasonable notice or pay-in-lieu-of-notice, severance pay or termination pay; provided, however, that Buyer’s agreement to assume such liabilities shall not be deemed an admission of any action or omission giving rise to such liabilities; (e) All Liabilities under any Benefit Plan or Employee Agreement that is specifically assumed pursuant to Section 5.2; (f) All Liabilities relating to pending or threatened actions, suits, arbitrations, proceedings, disputes, claims or investigations; (g) All Liabilities that arise on account of Buyer’s conduct of the activities conducted atbusiness of Company, use of the Purchased Assets, sale of any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection products manufactured and/or sold by Buyer and/or delivery of human health and the environment services by Buyer on or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. (h) All liabilities Liabilities in the nature of product liability, including any Liability for claims made for injury to person, damage to property or other damage arising from, caused by or arising out of any product designed, manufactured, assembled, installed, sold, leased or licensed, or any service rendered, prior to the Closing Date; (i) All Liabilities for warranty obligations (express, implied or statutory) relating to customer deposits listed on any product installed, sold, leased or licensed or any services rendered or for returns of products sold prior to the Balance SheetClosing Date; g. (j) All costs and organizational expenses attributable Liabilities of Company for any violation of or failure to the organization and capital structure of Transferee and all transfer taxes associated comply with transfer of the Business from Transferor to Transfereeany Laws or Orders; and h. (k) All obligations, liabilities, litigation and claims other Liabilities arising out of any nature whatsoever relating or related to any past, present or future employee the conduct of the Businessbusiness of Company or the Purchased Assets (but specifically excluding the Excluded Liabilities). Notwithstanding The Parties acknowledge that the foregoingprovisions of this Section 1.3 shall not affect, mitigate or limit Parent’s indemnity obligations under this Agreement or Buyer’s rights under Section 5.5(b). For further clarity, it is expressly agreed that, with respect to Buyer’s assumption of the Assumed Liabilities Liabilities, Parent and Company shall exclude any accounts payable accrued on have the Balance Sheet same obligations of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business notice and cooperation as of the Closing Datean Indemnified Party under Section 8.4 hereof.

Assumed Liabilities. Transferee hereby assumesAt and after the Closing, as of Buyer shall assume and with effect from the Effective Time, and shall timely pay, discharge and perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary when due those Liabilities attributable to periods after the Closing under or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating with respect to the Business Licenses and other Assets (collectively, the “Assumed Liabilities”) including without limitation ). All Liabilities not expressly assumed by Buyer hereunder are collectively referred to herein as “Non-Assumed Liabilities” and shall remain and be the following: a. All obligations and liabilities solely of Transferor under Seller. Without limiting the Contracts; b. All obligations, liabilities and commitments in respect generality of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Non-Assumed Liabilities shall exclude include the following: (i) any accounts payable accrued on Liabilities arising from or related to the Balance Sheet ownership, operation or use of the Transferor Business and/or the Assets prior to Closing, (ii) all Liabilities relating to any of the Excluded Assets, (iii) any debts, obligations or other than customer deposits Liabilities owing from Seller or any of its Affiliates to Seller or any of its Affiliates, (iv) any Liability of Seller or any Affiliate of Seller for Taxes relating to periods prior to Closing, whether or not shown on a Tax Return, (v) any Liability for Taxes payable with respect to Seller’s transfer of the Balance SheetAssets to Buyer and Seller’s consummation of the other transactions contemplated by this Agreement, except to the extent of Buyer’s obligation to pay such Liability under Section 12.2 of this Agreement; (vi) any claims or other Liabilities of Seller arising out of the operation of the Business prior to Closing under or relating to pre-Closing violations of Environmental Laws or pre-Closing releases of Hazardous Substances, (vii) any Liability to or in respect of, or arising out of or in connection with, the Business as employment or cessation of employment by Seller of, any Employees or former Employees of Seller, including (A) any employment or consulting agreement, whether or not written, between Seller and any person, (B) any Liability under any Compensation Arrangement and any Employee Plan, (C) any claim of an unfair labor practice or grievance or any claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state or provincial employment discrimination law or regulation, which shall have been asserted by any Employee or former Employee based on acts or omissions which occurred during the period of or relating to such Employee’s employment by Seller, whether or not such Employee is hired by Buyer or any of its Affiliates, (D) any Liability relating to payroll, vacation, personal day or sick pay for any current or former employee, director, officer, consultant or independent contractor of Seller, (E) with respect to any actual or alleged agreements or promises to current or former employees, directors, officers, consultants or independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements maintained by Seller or any of its Affiliates, and (F) any Liability arising out of or relating to any stay bonus, severance plan or arrangement, special waiting bonus or special retention plan or agreement, (viii) any Liabilities for legal, accounting or broker’s fees incurred by Seller and its Affiliates in connection with this Agreement and the consummation of the Closing Datetransactions contemplated hereby, and (ix) all Liabilities of Seller arising under this Agreement.

Assumed Liabilities. Transferee Subject to the terms and conditions of this Agreement, at the Closing, Purchaser or its permitted assignee (pursuant to the terms of Section 10.3) shall (x) assume and hereby assumes, as of and with effect from the Effective Time, and shall agrees to pay, satisfy, discharge and perform all of the Liabilities of Seller and its Affiliates related to or arising out of the Purchased Assets, the Business, or the Purchased Companies (or their Subsidiaries) and (y) cause the Purchased Companies and their Subsidiaries to pay, satisfy, discharge any specific obligationsand perform all of their respective Liabilities, liabilitiesin each case of the foregoing clauses (x) and (y), Claims and litigation other than the Liabilities identified as Retained Liabilities in clauses (a) through (h) of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Section 2.7 (collectively, the “Assumed Liabilities”), in each case, whether accruing or arising prior to, on or after the Closing, including the following (in each case, other than the Liabilities identified as Retained Liabilities in clauses (a) including without limitation through (h) of Section 2.7): (a) Any and all Liabilities relating to or arising out of the following: a. All obligations and liabilities of Transferor under the Business Contracts; b. All obligations, liabilities and commitments in respect of any (b) Any and all Liabilities arising out of or relating to in any way any past, current or future businesses, operations, products or properties of or associated with the Purchased Assets (including Inventorythe Owned Real Property) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as Business (including any businesses, operations, products or properties for which a result of being the former, current or future owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Purchased Assets or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise); (c) Any and all Liabilities with respect to any return, rebate, discount, credit, recall, repair, customer program or similar Liabilities related to products and services of the Business that were manufactured, serviced or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee (d) Any and all transfer taxes associated Liabilities for death, personal injury, advertising injury, other injury to persons or property damage with transfer respect to any products and services of the Business from Transferor that were manufactured, serviced or sold on, or prior to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of after the Business. Notwithstanding Closing Date or that were held in the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business Inventory as of the Closing Date; (e) Any and all Liabilities relating to or arising out of the ownership, use or conduct of the Business or the Purchased Assets or the Purchased Companies (or their Subsidiaries), whether accruing or arising before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date, including any and all Liabilities in respect of any Proceedings related thereto; (f) Any and all Liabilities (i) in respect of or relating to Business Employees arising after the Closing, except those arising out of or resulting from Seller’s transfer of Business Employees to the Purchased Companies whether before or after the Closing Date, or (ii) assumed by Purchaser pursuant to Section 5.6; (g) Any and all Liabilities of the Purchased Companies or their Subsidiaries, including any Indebtedness of the Purchased Companies or their Subsidiaries; (h) Any and all Liabilities for which Purchaser or its Affiliates expressly has responsibility pursuant to this Agreement; (i) Any and all accounts payable and other Liabilities included in the calculation of the Closing Working Capital; (j) All other Liabilities identified on Section 2.6(j) of the Seller Disclosure Schedules; (k) Other than any Retained Liabilities, any and all Liabilities relating to or arising out of the Business, accruing or arising prior to, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted; and (l) any Transfer Taxes for which Purchaser is responsible pursuant to Section 6.6. With respect to Assumed Liabilities that are Liabilities of the Purchased Companies and their Subsidiaries, Purchaser shall cause the Purchased Companies and their Subsidiaries to pay, satisfy, discharge and perform all of such Liabilities, and, except as provided herein, Purchaser shall not be required to separately and additionally assume any such Liabilities of the Purchased Companies and their Subsidiaries other than through causing such payment, satisfaction, discharge and performance. The Parties acknowledge and agree that a single Liability may fall within more than one of clauses (a) through (l) in this Section 2.6; such fact does not imply that (x) such Liability shall be transferred more than once or (y) any duplication of such Liability is required.

Assumed Liabilities. Transferee hereby assumesAs of the Closing Date, as of Kos shall assume, be responsible for and with effect from the Effective Time, and shall pay, perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether when due or to become due, of Transferor relating to the Business following (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): (A) including without limitation any Liability arising from any product liability, breach of warranty, patent or trademark infringement claim, or any other action or claim resulting from the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect sale of any and all products Transferred Product (including Inventory) soldany Liabilities, manufacturedrelating to voluntary or involuntary recalls of such Transferred Product), designedarising out of, marketed and to the extent attributable to, acts, omissions or promoted by Transferor at any time prior to events occurring after the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to the sale of any Transferred Product after the Closing Date, other than such liabilitiesLiabilities to the extent resulting from the actions of BLS taken after the Closing Date; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of (B) any Liabilities arising after the Closing Date and that relate relating to the Purchased Assets or and the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the BusinessTransferred Product Grants, including, without limitation, all obligations and liabilities relating incurred on or after the Closing Date under the Transferred Product Assigned Contracts including, pursuant to personal injury and all obligations and liabilities under all laws and regulations relating Section 2.2.3(b), the obligation to protection of human health and the environment or any hazardous or toxic wastes, substances or materialsfill Open Purchase Orders transferred to Kos; e. All accrued personal property (C) subject to Section 2.7, all Rebates in connection with the sale of the Transferred Product from and real estate taxes relating to the Assets or the Business as of after the Closing Date; f. All (D) subject to Section 2.7, all Chargebacks, and any other post-sale refunds, price adjustments and other similar payments, credits or liabilities or obligations relating to customer deposits listed on regarding sales of Transferred Products from and after the Balance SheetClosing Date; g. All costs and organizational expenses attributable (E) subject to Section 2.7, all returns of Transferred Product in connection with the organization and capital structure of Transferee and all transfer taxes associated with transfer sale of the Business Transferred Product from Transferor to Transfereeand after the Closing Date; and h. All obligations(F) credits, liabilitiesreimbursements, litigation and claims of any nature whatsoever relating similar payments to any pastbuying groups, present or future employee of insurers and other institutions in connection with Transferred Product sold after the BusinessClosing Date. Notwithstanding the foregoing, the Assumed Liabilities shall exclude not include any accounts payable accrued on the Balance Sheet of the Transferor Liability for Taxes (including any penalties, additions, fines, surcharges, or interest relating thereto), including costs, expenses, and legal counsel fees, attributable to transactions between BLS (and/or its Affiliates) and any other person (other than customer deposits shown on the Balance Sheettransactions entered into pursuant to this Agreement and any Open Purchase Orders transferred to Kos pursuant to Section 2.2.3(b)) relating to the Business as in respect of the Closing DatePurchased Assets or the Transferred Products.

Assumed Liabilities. Transferee hereby assumesOn the terms and subject to the conditions set forth in this Agreement, upon the Closing, Buyer agrees to assume and discharge i. the liabilities of Seller related to the Contracts and the Leases, ii. such other liabilities of Seller relating to additional contracts, agreements and leases of Seller as Buyer shall have agreed in writing to assume, iii. the obligations of Seller relating to customer prepayments or deposits, iv. any and with effect from all accrued vacation pay of Seller's employees, through November 30, 1999, v. any and all state sales taxes, interest and penalties owed, owing or to be owed by Seller, vi. any and all unemployment taxes, interest and penalties owing or to be owed by Seller, vii. as to employees or former employees of Seller, any and all liabilities, costs, losses, fees or charges arising from, through or in any manner related to the Effective Timeduties and obligations of the employer-sponsor of viii. the Dental Policy, ix. the Long Term Policy, x. the Short Term Policy, xi. the 401(k) Plan, related Trust Agreement and Services Agreement, xii. the ▇▇▇▇▇▇▇ Communications, Inc., Employee Benefit Plan and related trust agreement, services agreement and stop-loss policy, and shall payxiii. ▇▇▇▇▇▇▇ Companies Flexible Benefit Plan and Plan Supervisor Agreement, perform xiv. any and discharge any specific obligations, liabilities, Claims all liabilities and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor obligations relating to the Business of Seller accrued or incurred from September 1, 1999, until the Closing, and xv. any and all other liabilities or obligations of Seller as Buyer may hereafter agree to assume (collectively, the “"Assumed Liabilities”"); provided, however, that Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (a) including without limitation and (b) of this Section 1.4 (collectively, the following: a. All "Primary Assumed Liabilities") in the aggregate exceeding $1,105,472.10; and, provided further, that (x) Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (c) through (i) of this Section 1.4 (collectively, the "Secondary Assumed Liabilities") in the aggregate exceeding $1,000,000, and (y) Buyer shall pay and discharge in full all those Secondary Assumed Liabilities described in Subsections (e) and (f) of this Section 1.4 within seven (7) days of the date of this Agreement. Except for the Assumed Liabilities described in this Section 1.4, Buyer shall not assume, and Seller shall pay, compromise or otherwise provide for all debts, obligations and liabilities of Transferor under Seller (whether absolute, contingent, fixed or otherwise) occurring or otherwise relating to the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time period prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estatecollectively "Seller Retained Liabilities"), at any time that . Any Encumbrance which relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection an Assumed Liability shall be a "Permitted Encumbrance" for purposes of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Datethis Agreement.

Assumed Liabilities. Transferee hereby assumes, as As of and with effect from the Effective TimeDate, Buyer agrees to assume -------------------- the future payment and shall payperformance of the following liabilities and obligations of Seller, perform and discharge any specific whether known or unknown, fixed or contingent, recorded or unrecorded (collectively, the "Assumed Liabilities"): (a) The Contracts; (b) All notes payable, indebtedness, royalty payments, or other obligations, liabilities, Claims and litigation guarantees of whatever kind Seller whether or not accrued on or before the Effective Date as set forth in Schedule 1.3(b) attached hereto and natureincorporated herein by reference; (c) All of Seller's current liabilities as set forth in Schedule 1.3(c) attached hereto and incorporated herein by reference; (d) That certain credit facility of Seller in the aggregate principal amount of up to $10,000,000.00 (the "Credit Facility") payable to First Union Bank, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to N.A. (the Business "Bank"); and (collectively, the “Assumed Liabilities”e) including without limitation the following: a. All obligations and Such other liabilities of Transferor under the Contracts; b. All obligationsSeller as Buyer expressly elects to assume in writing. Buyer shall indemnify and hold each of Seller and Seller Group harmless from all suits, actions, losses, damages, claims, or liabilities and commitments in respect of any and all products (including Inventory) soldcharacter, manufacturedtype, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claimsdescription whatsoever, including, without limitation, all pending claims expenses of litigation, court costs, and litigation attorney's fees, relating to any such liabilities; c. All obligations and liabilities or arising out of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet and/or Buyer's assumption of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as payment or performance of any of the Closing DateAssumed Liabilities, WHETHER OR NOT SUCH SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITIES ARE THE DIRECT OR INDIRECT RESULT OF THE NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY OR SELLER OR SELLER GROUP.

Assumed Liabilities. Transferee As of the Closing, Buyer hereby assumesagrees to assume, satisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Center as set forth on Schedule 2.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APPM, Buyer or any of and with effect from their respective affiliates be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, or be responsible or otherwise liable for, any liability or obligation of any nature of Seller (whether or not related to the Effective TimeCenter), and shall payor claims for such liability or obligation, perform and discharge any specific obligationswhether accrued, liabilitiesmatured or unmatured, Claims and litigation of whatever kind and natureliquidated or unliquidated, primary or secondary, direct or indirect, absolute fixed or contingent, known or unknownunknown (the "Unassumed Liabilities"). Specifically, accruedand without limiting the generality of the foregoing, absoluteother than the Assumed Liabilities, contingent neither APPM, Buyer nor any of their respective affiliates shall have any liability or otherwiseobligation with respect to or arising out of: (a) acts or omissions of Seller or any of its affiliates whether prior or subsequent to the Closing Date, whether due or to become due, not in the ordinary course of Transferor business; (b) liabilities or obligations relating to or secured by any portion of or act of either the Business Purchased Assets or the Center prior to the Closing; (collectivelyc) employee related liabilities (including accrued wages, the “Assumed Liabilities”vacation, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller); (d) liabilities or obligations of Seller, including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligationsthose for attorneys' fees, liabilities and commitments in respect arising out of any and all products (including Inventory) sold, manufactured, designed, marketed litigation or promoted by Transferor at any time prior to other proceeding pending as of the Closing Date in connection with the BusinessCenter or any claim, whether disclosed or undisclosednot asserted and whether or not liquidated or contingent, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate with respect to the Assets Center arising from acts or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, failure to take any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment action by Seller or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating of its Affiliates prior to the Assets or the Business as of the Closing Date; f. All ; (e) liabilities for any income or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses other tax, whether disputed or not, attributable to Seller and/or the organization and capital structure of Transferee and all transfer taxes associated Center for any period or transaction through the Closing; (f) except as set forth on Schedule 2.1, trade payables which arise prior to the Closing; (g) claims by any third party payor (including Medicare or Medi-Cal) or patient with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating respect to any past, present matter or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating billing occurring prior to the Business as Closing; and (h) any other liability or obligation of Seller. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. The Seller shall supply confirmation that all past and current employment taxes through the Closing Datehave been remitted to the appropriate agencies in a timely manner.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions set forth herein, as of ▇▇▇▇▇▇▇▇▇ agrees, effective at the Initial Closing and with effect from after the Effective TimeInitial Closing Date, and shall to assume, pay, perform and discharge any specific obligations, liabilities, Claims and litigation the following specified Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business Seller (collectively, the “"Assumed Liabilities”"): (a) including without limitation all Liabilities arising after the following:Initial Closing out of events or circumstances occurring after the Initial Closing, to the extent arising out of or relating to (i) the Purchased Assets (other than the Assumed Contracts or Shared Contracts) or (ii) the use, ownership, operation of the Purchased Assets (other than the Assumed Contracts or Shared Contracts) after the Initial Closing Date; a. All obligations and liabilities of Transferor (b) all Liabilities arising after the Initial Closing to the extent resulting from activities conducted after the Initial Closing or to be performed after the Initial Closing under the Assumed Contracts, all Liabilities under the Assumed Contracts attributable to the period after the Initial Closing, and all Liabilities for payment for products, materials or other items to be supplied to or services to be provided to Seller under the Assumed Contracts to the extent such payment is not due until after the Initial Closing.; (c) all Shared Contract Liabilities allocated to Purchaser in accordance with Section 2.11; (d) all Liabilities under any Replacement Contracts; b. All obligations(e) all Liabilities and obligations arising on or after the applicable Start Date from or relating to the employment or engagement, liabilities and commitments in respect or termination of employment or engagement, of any Transferred Workers by Purchaser or its Affiliates and all products (including Inventory) sold, manufactured, designed, marketed or promoted other Liabilities required to be performed after the Initial Closing by Transferor at any time prior Purchaser with respect to the Closing Date Transferred Workers pursuant to Section 6.12(h); (f) all Liabilities for fees, costs or expenses in connection with the Businessoperation, whether disclosed or undiscloseduse, including product liability maintenance and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as improvements of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant ofFacility, or the operator ownership of the activities conducted atPurchased Assets, with respect to or attributable to any property (including leasehold real estate), at any time that relates to period following the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Initial Closing Date; f. All liabilities (g) all Liabilities and obligations arising on or obligations relating after the Lease Assignment Closing to customer deposits listed on the Balance Sheet; g. All costs extent resulting from activities conducted after the Lease Assignment Closing or to be performed after the Lease Assignment Closing under the Facility Lease and organizational expenses all Liabilities under the Facility Lease attributable to the organization period after the Lease Assignment Closing; (h) all Liabilities for Purchaser's share of Transfer Taxes pursuant to Section 2.8(a) and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor any Taxes allocated to TransfereePurchaser pursuant to Section 2.8(b); and h. All obligations, liabilities, litigation (i) all Liabilities and claims of any nature whatsoever relating obligations arising prior to any past, present the Initial Closing from or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as Purchased Assets to the extent set forth in Schedule 2.4. For the avoidance of doubt, Purchaser shall also be responsible for the Closing Datefull satisfaction of its Liabilities under the Sublease Agreement.

Assumed Liabilities. Transferee Upon the terms and subject to the conditions set forth in this Agreement (including Section 2.01(d)), the Acquiror hereby assumesagrees, effective as of the Closing or the Lorillard Transfer Closing, as the case may be, to assume and thereafter to pay, discharge and perform in accordance with their terms only the following Liabilities of and with effect from the Effective TimeSellers, and shall payno other Liabilities of the Sellers or any other Person or any other Liabilities whatsoever (the “Assumed Liabilities”): (i) all Liabilities arising (A) under any of the Assumed Contracts (other than the Assumed CBAs and the Assumed Contracts related to the blu Brand Business), perform to the extent such liabilities relate to the operation or conduct of the Business after the Closing Date; (ii) all Liabilities arising under the Assumed CBAs and discharge the Assumed Contracts related to the blu Brand Business, including all Liabilities (including “earn-out” and other future payment obligations) related to the blu Brand or the blu Brand Business; (iii) all Liabilities to the extent arising, directly or indirectly, out of the operation or the conduct of the blu Brand Business prior to, on or after the Closing; (iv) all Liabilities (other than Excluded Liabilities) to the extent arising, directly or indirectly, out of the operation or conduct of the PR Business or the use of the Transferred Assets, in each case from and after the Closing; (v) other than Straddle Tobacco Action Liabilities, all Liabilities arising out of or in connection with any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or Action to become due, of Transferor the extent relating to the Business development, manufacture, packaging, labeling, production, delivery, sale, resale, distribution, marketing, promotion, use or consumption of, or exposure to, tobacco products, including smoking and health-related claims, in each case, to the extent relating to the period commencing after the Closing Date and related to one or more of the Acquired Tobacco Cigarette Brands (such Liabilities, collectively, the “Acquiror Tobacco Liabilities” and each an “Acquiror Tobacco Liability”); (vi) any Liability arising out of, or related to, the Transferred Employees (including Liabilities arising prior to the Closing) and any Liability relating to the employee benefit plans, programs, arrangements and agreements and policies and any trusts or assets related thereto, in each case that is expressly assumed by the Acquiror pursuant to Exhibit D hereof; and (vii) subject to the Agreed Assumption Terms, all Liabilities under the State Settlements in respect of the Acquired Tobacco Cigarette Brands that relate to the period after the Closing Date, including (A) any recalculation or redetermination of amounts due in respect of the Acquired Tobacco Cigarette Brands that relate to the period after the Closing Date, and (B) all plaintiffs’ attorneys’ fees attributable to any post-Closing increases in volume of sales (determined in accordance with Section 11.08) of any of the Acquired Tobacco Cigarette Brands, but excluding, for the avoidance of doubt, Seller Plaintiff Fees (collectively, the “Assumed LiabilitiesPlaintiff Fees”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligations, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior to the Closing Date in connection with the Business, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Date.

Assumed Liabilities. Transferee hereby assumesUpon the terms and subject to the conditions of this Agreement, MainPointe shall assume, effective as of and with effect from 12:00:01 a.m. on the Effective TimeDate, and from and after the Effective Date, MainPointe shall pay, perform and discharge any specific obligationswhen due, the following liabilities, Claims obligations and litigation commitments (“Liabilities”) of whatever kind Acura and natureAPT, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating to the Business other than such Liabilities that constitute an Excluded Liability (collectively, the “Assumed Liabilities”): (a) all Liabilities of Acura and APT under or otherwise arising out of or relating to the Transferred Contracts (including without limitation all Liabilities arising out of or relating to any termination by or at the following: a. All obligations and liabilities request of Transferor under MainPointe or announcement or notification by or at the Contractsrequest of MainPointe of an intent to terminate any such contract), to the extent the event, circumstance, condition, action or inaction giving rise thereto occurs (i) on or after the Effective Date or (ii) relates to the Transferred Inventory or any Product sold by or manufactured for MainPointe; b. All obligations(b) all accounts payable, accrued expenses and other current liabilities and commitments in respect relating to the Acquired Assets or the Products to the extent arising on or after the Effective Date; (c) all Liabilities arising out of or relating to any lawsuits, claims, actions or proceedings relating to the manufacture, production, marketing, commercialization, distribution or sale of the Products or the ownership, sale, lease or use of any and all products (including of the Acquired Assets to the extent the same relates to the Transferred Inventory or any Product sold by or manufactured for MainPointe on or after the Effective Date or MainPointe's actions or inactions after the Effective Date; provided, however, that in the case any such Liability relates to Transferred Inventory) sold, manufacturedsubject to Section 2.13, designedonly to the extent such Liability does not arise out of or is otherwise attributable to Acura’s or APTs, marketed or promoted by Transferor at any time their respective agent’s manufacture or direct or indirect handling, storage, alteration, treatment or other use or possession of such Transferred Inventory prior to the Closing Date in connection with the Business, whether disclosed Effective Date; (d) all Liabilities for warranty claims and product liability or undisclosedsimilar claims, including product liability and infringement claimsall suits, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation actions or proceedings relating to any such liabilitiesLiabilities, relating to the Transferred Inventory or any Products sold or marketed on or after the Effective Date or MainPointe's actions or inactions after the Effective Date; provided, however, that in the case any such Liability relates to Transferred Inventory, subject to Section 2.13, only to the extent such Liability does not arise out of or is otherwise attributable to Acura’s or APTs, or their respective agent’s manufacture or direct or indirect handling, storage, alteration, treatment or other use or possession of such Transferred Inventory prior to the Effective Date; c. All obligations and liabilities (e) except as otherwise contemplated by Section 4.10, all Liabilities arising out of Transferor under purchase orders or relating to the return of, or refund, adjustment, allowance or exchange in respect of, the Products, whether arising before, or on or after the Effective Date; (f) all Liabilities for raw materials, packaging materials, work Taxes arising out of or relating to or in process, consigned goods and finished goods that are outstanding as respect of the Products or any Acquired Asset for any Post-Closing Date and that relate to the Assets or the BusinessTax Period, other than any Excluded Tax Liabilities; d. All obligations (g) all Liabilities for transfer, documentary, sales, use, registration, value-added and liabilities other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of Transferor the Other Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); and (h) except as otherwise contemplated by Section 4.10, all Liabilities arising from the sale from and after the Effective Date of the Nexafed Products in each case as a result of being the owner such Products bearing Acura’s National Drug Code (“NDC”) number. Each of MainPointe's and Acura’s obligations under this Section 3.3 will not be subject to offset or occupant ofreduction by reason of any actual or alleged breach of any representation, warranty, covenant or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment agreement contained in this Agreement or any hazardous Other Transaction Document or toxic wastes, substances any right or materials; e. All accrued personal property and real estate taxes relating alleged right to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing Dateindemnification hereunder.

Assumed Liabilities. Transferee hereby assumes(a) Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations, as of warranties, covenants and with effect from conditions herein contained, on the Effective TimeClosing Date Buyer shall assume, and shall payonly assume Seller's executory obligations under the Assumed Contracts (but not any obligations thereunder arising from any breach or alleged breach by Seller thereof), perform and discharge any specific obligations, liabilities, Claims and litigation of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or to become due, of Transferor relating in each case only to the Business (collectivelyextent that the foregoing represent obligations which are by their stated terms to be performed, in the “Assumed Liabilities”) including without limitation the following: a. All obligations and liabilities of Transferor under the Contracts; b. All obligationsordinary course, liabilities and commitments in respect of any and all products (including Inventory) sold, manufactured, designed, marketed or promoted by Transferor at any time prior subsequent to the Closing Date in connection with ("Assumed Liabilities"). (b) Anything herein contained to the Businesscontrary notwithstanding, whether disclosed or undisclosed, including product liability and infringement claims, and obligations and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating to any such liabilities; c. All obligations and the following liabilities of Transferor under purchase orders Seller are specifically excluded from the Assumed Liabilities and shall constitute "Retained Liabilities": (i) any and all income, franchise, sales, use, property, payroll, employment, transfer and any other taxes, charges, fees, levies, imports, duties, licenses or other assessments, together with interest, penalties and any other additions to tax or additional amounts imposed by any governmental or taxing authority, or liability for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of the Closing Date and that relate to the Assets or the Business; d. All obligations and liabilities of Transferor arising such amounts as a result of Seller being the owner a member of an affiliated, consolidated, combined or occupant of, unitary group or the operator of the activities conducted at, being a party to any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment agreement or arrangement whereby Seller may be liable for taxes or any hazardous other person for any period prior to (or toxic wastes, substances or materials; e. All accrued personal property up to and real estate taxes relating including) the close of business on the day prior to the Assets or the Business as of the Closing Date; f. All (ii) any and all liabilities to any employees of Seller for services performed for Seller, or obligations relating for any severance or other benefits, and any and all employment or consulting arrangements, executive compensation plans, collective bargaining agreements, bonus plans, guaranteed bonus agreements, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other plans or arrangements providing for benefits to customer deposits listed on the Balance Sheetemployees of Seller; g. All costs (iii) any liabilities and organizational expenses attributable obligations of Seller, the existence of which constitutes a breach of any of the representations, warranties or covenants made by Seller in this Agreement or in any document delivered by it pursuant hereto; (iv) any liabilities and obligations arising out of or in connection with any defect in any product manufactured or sold by Seller prior to the organization and capital structure of Transferee and all transfer taxes associated with transfer Closing Date, or any litigation, investigation or proceeding to which Seller is a party, or which is based upon events occurring or circumstances existing prior to the Closing Date; (v) any accounts payable of the Business from Transferor Business; (vi) any liabilities and obligations of Seller for any breach or violation, prior to Transfereethe Closing Date, of any of the Assumed Contracts; and h. All (vii) any other liability or obligation which is not an Assumed Liability. (c) For purposes of clarification, notwithstanding the assignment of any contract or other rights included in the Purchased Assets, except as otherwise provided herein Seller has not assigned and Buyer has not assumed and Seller retains its rights and obligations, liabilitiesincluding all rights and remedies of enforcement, litigation and claims of any nature whatsoever relating with respect to any past, present receivables or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued other amounts owed or obligations to or from Seller on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating sales made prior to the Business as of the Closing Date.

Assumed Liabilities. Transferee hereby assumesIn accordance with the provisions of this Agreement, as of at the Closing, the Purchaser will assume and with effect from the Effective Time, and shall pay, pay or perform and discharge when due any specific obligations, liabilities, Claims and litigation all of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued, absolute, contingent or otherwise, whether due or the Liabilities of the Acquired Companies to become due, of Transferor the extent relating to the ML Acquired Business or the Purchased Assets, whether arising on, prior to or following the Closing Date, including the following Liabilities (collectively, the “Assumed Liabilities”): (a) including without limitation all accounts payable of the following:Acquired Companies, to the extent (i) included in the Closing Date Flush Working Capital (as determined in accordance with Section 2.6) or (ii) related to the ML Acquired Business; a. All obligations (b) all other Liabilities of the Acquired Companies to the extent relating to the Purchased Assets and liabilities Purchaser’s share of Transferor any Shared Liabilities; (c) (i) all Liabilities for Taxes other than Identified Taxes (as defined in the Stock Purchase Agreement) attributable to the ML Acquired Business or the Purchased Assets for any Tax period and fifty percent (50%) of all Identified Taxes and related Losses and Expenses (each as defined in the Stock Purchase Agreement) for which Seller or the Acquired Companies are liable under Section 8.1(a) of the Stock Purchase Agreement, and (ii) all Liabilities for Taxes that are the responsibility of the Purchaser pursuant to Section 9.2; (d) all Liabilities of the Acquired Companies arising on, prior to or following the Closing Date under (i) the Included Contracts or (ii) the portion of any Shared Contract that constitutes a Purchased Asset under Section 2.1(d); (e) all Liabilities of the Seller Group arising on, prior to or following the Closing Date under the ContractsGovernmental Approvals included in the Purchased Assets; b. All obligations, liabilities (f) all Liabilities (whether related to the ML Acquired Business or the ICU Acquired Business) related to the Warning Letter and commitments in respect of any the related observations and all products investigation (including Inventorythe final closeout and verification of the effectiveness of the remediation actions steps taken in response to the Warning Letter), and any other Proceeding related to the Warning Letter (the “Warning Letter Matters”); (g) soldall Liabilities to the extent related to the quality system regulation requirements and compliance of the manufacturing related activities at the Leased Real Properties (whether related to the ML Acquired Business or the ICU Acquired Business, manufacturedexcept as provided in the Contract Manufacturing Agreement) (the “NJ Quality and Manufacturing Matters”); (h) all Liabilities relating to the employment of all ML Employees (other than Transition Services Employees) arising on, designedprior to or following the Closing Date, marketed including Liabilities arising under any Seller Plan related to any ML Employee (other than Transition Services Employees) or promoted their respective spouses or dependents and including all Liabilities specifically assumed by Transferor at the Purchaser pursuant to Article 10; (i) all Liabilities arising under the WARN Act if triggered solely by the Purchaser’s failure to hire or offer substantially comparable terms of employment to any time Employees (other than Seller Retained Employees) to those terms existing immediately prior to the Closing Date; (j) all Liabilities arising out of the Purchaser’s activities relating to and asserted by or on behalf of one or more ML Employees, regardless of whether such person becomes a Transferred Employee; (k) all Liabilities associated with the Leased Real Property arising on, prior to or following the Closing Date, other than to the extent such Liabilities arising on or prior to the Closing Date relate to the ICU Acquired Business; (l) all Liabilities relating to or arising out of environmental matters or under any Environmental Law, including all Liabilities associated with ISRA or any Proceeding relating to or arising out of compliance with ISRA (including, for the avoidance of doubt, any ISRA obligations relating to both the ML Acquired Business and the ICU Acquired Business), arising on, prior to or following the Closing Date, other than to the extent such Liabilities arise out of any failure by ICU to file the required applications, notices and forms under ISRA (as applicable) on or prior to the Closing Date; and (m) all other Liabilities arising out of, relating to or incurred primarily in connection with the BusinessML Acquired Business or the Purchased Assets including (i) the operation of the ML Acquired Business on, whether disclosed prior to or undisclosed, including product liability and infringement claimsfollowing the Closing Date, and obligations and liabilities for refunds(ii) any other condition arising on, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims, including, without limitation, all pending claims and litigation relating prior to any such liabilities; c. All obligations and liabilities of Transferor under purchase orders for raw materials, packaging materials, work in process, consigned goods and finished goods that are outstanding as of or following the Closing Date and that relate with respect to the Assets or the Business; d. All obligations and liabilities of Transferor arising as a result of being the owner or occupant of, or the operator of the activities conducted at, any property (including leasehold real estate), at any time that relates to the Business, including, without limitation, all obligations and liabilities relating to personal injury and all obligations and liabilities under all laws and regulations relating to protection of human health and the environment or any hazardous or toxic wastes, substances or materials; e. All accrued personal property and real estate taxes relating to the Assets or the Business as of the Closing Date; f. All liabilities or obligations relating to customer deposits listed on the Balance Sheet; g. All costs and organizational expenses attributable to the organization and capital structure of Transferee and all transfer taxes associated with transfer of the Business from Transferor to Transferee; and h. All obligations, liabilities, litigation and claims of any nature whatsoever relating to any past, present or future employee of the Business. Notwithstanding the foregoing, the Assumed Liabilities shall exclude any accounts payable accrued on the Balance Sheet of the Transferor (other than customer deposits shown on the Balance Sheet) relating to the Business as of the Closing DatePurchased Assets.