Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of Except for the Excluded Liabilities, the Buyer hereby agreesPurchaser shall, effective at the time of the Closing without any further responsibility or liability of, or recourse to, Sellers, except as set forth herein, absolutely and from and after the Closing, to irrevocably assume and agree to pay, discharge be solely liable and perform in accordance with their terms, only the following liabilities, commitments responsible for any and all liabilities and obligations of any kind or nature, whether foreseen or unforeseen, known or unknown, existing or which may arise in the Sellers arising from future, fixed or relating contingent, matured or unmatured, to the Transferred Assets extent primarily related to the Business or the BusinessAssets prior to, as on, or following the same shall exist as Closing Date (the "Assumed Liabilities") including, but not limited to: (a) obligations to fill purchase orders of customers of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts Business to the extent such liabilities, commitments and obligations orders are required to be performed unfilled on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingDate; (iib) obligations incurred through the Closing Date to purchase or pay for goods and services for the Business to be received on or after the Closing Date; (c) obligations and liabilities under the Contracts; provided that any liability or obligation with respect Contract as to Taxes imposed with respect which consent to assignment is required but has not been obtained shall not be deemed an Assumed Liability until Purchaser has obtained the Transferred Assets or the operation benefits of such Contract; (d) obligations and liabilities under licenses and permits of the Business for any period beginning after the Closing Date that are transferred or assigned to Purchaser (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of so transferred or to the amounts so includedextent Purchaser receives the benefits thereunder pursuant to Section 1.2); and (e) obligations and liabilities specifically assumed or undertaken by Purchaser hereunder.

Assumed Liabilities. On At the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to will assume Liability for and agree to pay, discharge perform and perform discharge, in a timely manner and in accordance with their termsthe terms thereof, only all of the following liabilities(collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments obligations and obligations arising under any of the Assumed Contracts responsibilities to provide wastewater collection and treatment services to the extent such liabilities, commitments Service Area arising from and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to after the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning all accounts payable and trade payables first accruing from and after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Closing; (iii) the obligations of the Buyer Assumed Contracts with respect to Business Employees all periods from and after Closing (but shall not assume any Liability arising from the County’s performance or non-performance under any Assumed Contract at any time prior to the Closing, whether asserted before or otherwise set forth after such date); (iv) all Liabilities with respect to any Taxes first accruing immediately after the Closing and which were incurred in connection with the Employee Matters AgreementBuyer’s ownership or operation of the Purchased Assets; (v) all Liabilities arising out of the ownership and/or operation of the Purchased Assets subsequent to the Closing Date; (vi) all sales and use, transfer-related taxes, stamp, real property recordation fees or taxes and all other fees and/or costs associated with the transfer of title of the Purchased Assets from the County to the Buyer; and (ivvii) the liabilities all Liabilities or demands (contingent or otherwise) arising out of any Environmental Laws (as defined in Section 4.8(b) hereof) relating to contamination events as a result of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent ownership and/or operation of the amounts so includedPurchased Assets occurring from and after the Closing Date.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer Company hereby agrees, effective at the time as of the Closing and from and after the Closing, to assume and agree to payassume, discharge and perform in accordance with their terms, only terms the following liabilitiesLiabilities of Trimble and its controlled Affiliates (clauses (i) through (iii) below, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Businesscollectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts Liabilities to the extent such liabilities, commitments and obligations are required to be performed on arising out of or after, or relate to any period beginning on or after, the Closing and relating to the extent that they do not relate Business or the Business Assets (other than with respect to any failure Tax), regardless of whether relating to perform or other breach, default or violation by a Seller under any such Assumed Contract arising prior to or after the Closing;; or (ii) any liability or obligation with respect to Taxes imposed with respect all Liabilities to the extent arising out of or relating to the employment, transfer or termination of employment of any Transferred Assets Employee (except for any Liabilities under any Employee Plan that is not (A) a Transferred Employing Subsidiary Plan or (B) an Employee Plan that is required to transfer to the Company Group by operation of applicable Law, in each case, other than as expressly provided in Section 8.1)), including as required under applicable Law or under any Business Labor Agreement or for benefits or compensation due under any Transferred Employing Subsidiary Plan, any Employee Plan that is required to transfer to the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ Company Group by operation of the Business on applicable Law, or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described as expressly provided in Section 2.08(a)8.1, regardless of when arising or accrued during the course of employment with Trimble or any of its Employing Subsidiaries, and such other Liabilities as set forth in Section 8.1; (iii) all Liabilities to the obligations extent arising out of or relating to Immigration Rights, to the Buyer with respect extent permitted by applicable Law, regardless of whether relating to Business Employees or arising under prior to or otherwise set forth in after the Employee Matters AgreementClosing; and (iv) the liabilities of any Taxes relating to the Business included in Net Working Capital Assets or Other Assets and Liabilities (in each casethe Company Group, other than any Retained Liabilities) on the Final Amounts Schedulethose Taxes economically borne by, but only to the extent of the amounts so includedas applicable, Trimble or AGCO as described in, and in accordance with, Section 9.8.

Assumed Liabilities. On the terms Buyer shall, on and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) all liabilities, commitments liabilities and obligations arising under any out of events occurring on and after the Closing Date related to Buyer's ownership of the Assumed Contracts to the extent such liabilities, commitments Assets and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the Buyer's operation of the Business for any period beginning after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (none A) Subscriber deposits held by Seller as of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); Closing Date; and (iii) the obligations Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with respect to Business Employees arising under Buyer or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities Seller or any of the Business included in Net Working Capital their respective affiliates or Other Assets and Liabilities (in each case, subsidiaries. No parties other than Buyer and Seller shall have any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedrights under this Agreement.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to the Buyer will assume and agree to pay, perform, discharge and perform in accordance with their terms, only be responsible for the following liabilities, commitments obligations and obligations liabilities of the Sellers Seller: (i) the accounts payable of Seller set forth on Schedule 2.4(i) (the “Accounts Payable”), (ii) the obligations and liabilities of the Seller under the Assigned Contracts incurred after the Closing Date (and specifically excluding any obligations or liabilities under and breaches thereof arising from or relating prior to the Transferred Assets or Closing Date) which obligations and liabilities being assumed under such certain Assigned Contracts are specifically set forth on Schedule 2.4(ii) hereto, and (iii) the Business, as the same shall exist as of the Closing Liabilities set forth on Schedule 5.8 (the “Assumed Liabilities”): ); provided, however, the Assumed Liabilities shall not include any obligations or liabilities that were not incurred in the ordinary course of business. Assumed Liabilities shall include any liabilities for (ia) all liabilities, commitments and obligations Taxes relating to or arising under any out of the Assumed Contracts to the extent such liabilities, commitments Focus Factor Business accruing on and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of whichincluding, for without limitation, sales taxes), (b) Taxes payable by the avoidance of doubtBuyer resulting from payments made pursuant to this Agreement, shall include any Taxes arising from the Sellers’ operation (c) one-half of the Transfer Taxes, if applicable, and (d) Taxes of Buyer or any other Person, relating to the Focus Factor Business on or prior to and after the Closing Date Date, whether pursuant to an agreement, by operation law or the Sellers’ operation at transferee or successor liability, or otherwise. Seller shall retain, and Buyer shall not assume, any time liability of any business other than the Business)Seller, taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under direct or otherwise set forth indirect, known or unknown, absolute or contingent, not expressly included in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Assumed Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Purchaser shall assume and agree to pay, discharge and perform or otherwise discharge, in accordance with their termsrespective terms and subject to the respective conditions thereof, only the following liabilitiesLiabilities (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):); provided that Opco shall assume any such Liability in lieu of Purchaser with respect to the Inventory, B-I Supply Agreement and Quality Agreement: (ia) all liabilitiesAny Liability arising on or after the Closing under any Assumed Contract (other than any Liability arising out of or relating to a breach of such Assumed Contract which occurred prior to the Closing); (b) Any Liability arising out of the conduct of the Product Business by Purchaser after the Closing, commitments including any Liabilities and obligations arising under any out of or resulting from product liability claims for the Assumed Contracts Product but only with respect to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation Product which is sold by a Seller under any such Assumed Contract prior to Purchaser after the Closing; (iic) any liability or obligation with respect to Any Liability arising after the Closing for Taxes imposed with respect to the Transferred Assets Product Business or the Purchased Assets that are attributable to the ownership, sale, operation or use of the Product Business for any period beginning after or the Purchased Assets following the Closing Date Date; (none of which, for d) Property Taxes and Transfer Taxes to the extent specifically allocated to Purchaser pursuant to Section 8.8; and (e) Any other Liability specifically set forth on Schedule 2.3(e) hereto. (f) For the avoidance of doubt, the Parties acknowledge that in no event shall include any Taxes arising from the Sellers’ operation provisions of the Business on this Section 2.3 be construed to limit Purchaser’s, Parent’s or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the Opco’s obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedArticle IX.

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Purchaser shall (or shall cause its applicable Subsidiaries to) assume and agree to pay, discharge and perform in accordance with their terms, only be responsible for the following liabilities, commitments Liabilities of Seller and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing its Subsidiaries (the “Assumed Liabilities”): (ia) any and all liabilities, commitments and obligations arising under any of the Assumed Contracts Liabilities to the extent such liabilitiesrelating to, commitments and obligations are required to be performed on arising out of or after, or relate to resulting from the Purchased Assets (including any period beginning on or after, the Closing and Liabilities to the extent that they do not relate to any failure to perform relating to, arising out of or other breach, default or violation by a Seller under any such Assumed Contract prior resulting from the Business Contracts (to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect extent related to the Business) or Transferred Assets Leases and any Liabilities to the extent relating to infringement or alleged infringement of any third party Intellectual Property Rights by the operation of the Business for any period beginning Purchased Assets), in each case, whether arising before, at or after the Closing Date Closing, but in each case excluding any Retained Liabilities (none of which, for the avoidance of doubt, which Retained Liabilities shall include any Taxes arising from the Sellers’ operation of the Business on or prior Liabilities to the extent relating to, arising out of or resulting from any Existing Infringement Proceedings but which shall exclude Liabilities to the extent arising out of or resulting from Post-Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aInfringement Claims); (iiib) the obligations of the Buyer any and all Taxes (other than Excluded Business Taxes) imposed with respect to, arising out of, or relating to Business Employees arising under the Business, the Purchased Assets or otherwise set forth the Assumed Liabilities to the extent allocable to any Post-Closing Period (including pursuant to Section 6.4), and any Liability for Taxes that are to be borne by Purchaser pursuant to Section 6.3 (such amounts described in the Employee Matters Agreementthis Section 2.6(b), “Purchaser Taxes”); and (ivc) any and all Liabilities solely in respect of Transferred Business Employees arising after the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each caseClosing, other than any Retained Liabilities) on the Final Amounts Schedule, but only Liabilities retained by Seller or its Subsidiaries pursuant to the extent of the amounts so includedSection 5.6.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to without limiting the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments rights and obligations of the Sellers arising from or relating Parties under this Agreement, including under Article V and Article VIII, simultaneous with the Closing, Purchaser shall assume, and Purchaser hereby agrees to the Transferred Assets or the Businesspay, as the same shall exist as satisfy, and discharge when due, any and all of the following Liabilities (other than the Excluded Liabilities) whether arising before, on, or after the Closing Date, of Seller relating to, resulting from, or arising out of the present, past, or future development, construction, ownership, or operation of the Project (collectively, the “Assumed Liabilities”):Liabilities”):‌ (i) all liabilitiesLiabilities under the Project Contracts, commitments Project Real Property Agreements, and obligations arising under any of the Assumed Contracts Project Permits assumed by Purchaser, pursuant to, and subject to the extent such liabilitiesconditions set forth in, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingSection 2.1.3; (ii) any liability other than Liabilities arising or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business accruing on or prior to the Closing Date Closing, including Liabilities relating to Construction Costs, all Liabilities arising from the ownership, operation, maintenance, or use of the Project or the Sellers’ operation at any time of any business other than Project Assets by Purchaser following the Business), taking into account the allocation described in Section 2.08(a);Closing; and (iii) the obligations of the Buyer any Liabilities for any Taxes with respect to Business Employees arising under the Project Assets for any taxable year (or otherwise set forth in portion thereof) beginning after the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedClosing Date.

Assumed Liabilities. On the terms The Buyer shall assume on and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time as of the Closing Date, and from and after the Closing, to assume and agree to shall thereafter pay, perform and discharge when due (or cause to be paid, performed and perform in accordance with their termsdischarged when due), only the following liabilities, commitments liabilities and obligations of the Sellers arising from or Seller, relating to or arising out of the Transferred Assets conduct of the Sky Division's business (collectively, the "Assumed Liabilities"): (a) all liabilities and obligations of the Seller arising or otherwise relating to any period on or after the Business, as Closing Date under or pursuant to the same shall exist Contracts and the Permits included in the Acquired Assets; and (b) all accounts payable of the Seller in respect of the Sky Division (other than accounts payable that are over thirty (30) days old as of the Closing (Date and intercompany payables, except those intercompany payables arising through product sales). The Buyer shall not assume or be responsible for the “payment, performance and discharge of any obligations or liabilities of the Seller other than the Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts including but not limited to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect relating to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); Employee Benefit Plan (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise except as expressly set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital Article X), or Other Assets and Liabilities (in each caseany contract, agreement or other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedarrangement relating thereto or forming a part thereof.

Assumed Liabilities. On the terms Closing Date, Purchaser shall assume and subject agree to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and discharge only (i) Liabilities arising from and after the ClosingEffective Time under any Transferred Contract, including all payments due after the Effective Time, but excluding any Liability to assume and agree to paythe extent arising out of, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to, a breach of a Transferred Contract that occurred prior to the Effective Time, (ii) any Liability for Taxes attributable to the Transferred Assets for any Post-Closing Tax Period, (iii) all Liabilities related to the Products or the Business, as the same shall exist as ownership of the Closing Transferred Assets arising from and after the Effective Time except as provided in and subject to any obligations set forth in the Development and Transition Services Agreement and (iv) the Assumed Development Cost Liabilities (collectively, the “Assumed Liabilities”): ). It is understood that in no event will Purchaser or any of its Affiliates be required to reimburse Seller or any of its Affiliates in an amount in excess of $16,000,000 in the aggregate for (iA) Assumed Development Cost Liabilities; (B) all liabilitiesamounts that are paid to Seller for Reimbursed Development Costs and (C) for all amounts that will be paid for Development of Products under and pursuant to the Development and Transition Services Agreement, commitments notwithstanding the amount of any Liabilities that may be described on Exhibit F and obligations arising under except as otherwise provided in Section 2.4 of the Development and Transition Services Agreement. Except as expressly provided in this Section 2.3, none of Purchaser or any of the Assumed Contracts its Affiliates will be deemed for any reason to the extent such liabilities, commitments and obligations are required to be performed on have become liable for or after, or relate successor to any period beginning on other liabilities or afterobligations, the Closing and to the extent that they do not relate to liquidated or unliquidated, known or unknown, of Seller or any failure to perform of its Affiliates or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedsuccessors.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded LiabilitiesAt each Closing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, discharge and perform in accordance with their terms, when lawfully due only the following liabilities, commitments and those obligations of the Sellers arising from or relating to Seller under the contracts and agreements set forth in Schedule 3.2 attached hereto and under the ROEs, Other Agreements and Contracts that are part of the Transferred Assets or the BusinessAssets, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts in each case only to the extent such liabilities, commitments obligations arise and obligations are required to be performed on or after, or relate to any period beginning on or after, periods after the Effective Time of a Closing and to (the extent that they do not relate to any failure to perform or other breach, default or violation by a "Assumed Liabilities"). None of the obligations of Seller under any such Assumed Contract contracts and agreements arising prior to the Closing; Effective Time of a Closing shall be assumed by Buyer. Notwithstanding the foregoing definition of Assumed Liabilities, (A) Buyer will not assume any obligation if Seller is in default under the terms of the agreement creating such obligation, and (B) the Assumed Liabilities will not include (i) any liabilities with respect to breaches, defaults or omissions of Sellers under any agreements creating the Assumed Liabilities, (ii) any liability obligation relating to any contract or agreement of Seller which is entered into by Seller after the Effective Date of this Agreement in violation of the provisions of this Agreement, (iii) except as provided in Section 3.6, any taxes of any kind owed by Seller, (iv) any obligation owed to any Affiliate of Seller, (v) the obligation of Seller to make payments to the owners of the MDU Properties and Contracted MDU Properties so long as Seller is obligated to make such payments under the terms of the Services Agreement, or (vi) the obligation of Seller to refund prepayments by Subscribers as described in Section 3.7.3. and to return deposits to Subscribers with respect to Taxes imposed with respect to the Transferred Assets analog or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includeddigital converter boxes.

Assumed Liabilities. On the terms and subject (a) Subject to the conditions set forth in of this Agreement, Purchaser shall pay, perform and subject discharge all Liabilities related to the exclusion Acquired Assets arising after the Closing in connection with the Purchaser's ownership or use of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and Acquired Assets after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (collectively, the “Assumed Liabilities”):). (b) Purchaser shall not assume and shall not be responsible to pay, perform or discharge any other Liabilities of Seller or any of its Affiliates, of any kind or nature whether known, unknown, contingent or otherwise, including, without limitation, (i) all liabilities, commitments and obligations arising under the payment of any royalty payments owed by Seller or any of the Assumed Contracts its Affiliates to any Third Parties with respect to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, use of the Acquired Assets after Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability of the Seller for Taxes or obligation with respect to liability for Taxes imposed with respect related to the Transferred Assets Business or the operation Acquired Assets for (x) any taxable period ending with or before the end of the Business for day before the Closing Date or (y) any period beginning after Straddle Period that are allocable to the portion of such Straddle Period ending with the end of the day before the Closing Date (none as determined in accordance with Section 9.06), in each case whether arising in connection with the consummation of which, for the avoidance of doubt, shall include transactions contemplated by this Agreement or otherwise (including any income Taxes arising from because Seller is transferring the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at Acquired Assets), and any time of any business Transfer Taxes in accordance with Section 9.03 hereof, other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Assumed Liabilities (in each case, other than any Retained the “Excluded Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included”).

Assumed Liabilities. On In connection with the terms purchase and subject sale of the Transferred Assets pursuant to the conditions set forth in this Agreement, and subject to at the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, discharge and discharge, perform in accordance with their terms, only or otherwise satisfy the following liabilities, commitments Liabilities and obligations of the Asset Sellers arising from or relating to the Transferred Assets or the Business, in each case, except to the extent such Liabilities are included as the same shall exist as of the Closing Excluded Liabilities listed in Section 2.4(a)-(e) (the “Assumed Liabilities”): (ia) all liabilitiesLiabilities accruing, commitments and obligations arising under any out of or relating to the conduct or operation of the Assumed Business or the ownership or use of the Transferred Assets incurred subsequent to the date of the Balance Sheet in the ordinary course of business consistent with past practice (other than liabilities for breaches, defaults or nonperformance of contracts, violations of Law, torts or infringement); (b) all Liabilities of the Sellers under the Contracts and the Business Permits to the extent such liabilities, commitments and obligations are required to be performed on or after, or Liabilities relate to any the period beginning on or after, after the Closing and to the extent that they do not relate Date (other than Liabilities relating to any failure to perform perform, improper performance, or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business Sellers on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aClosing); (iiic) the obligations all Liabilities of the Buyer with respect Sellers for refunds, adjustments, allowances repairs, exchanges, returns, warranties or similar claims related to products of the Business Employees manufactured, marketed, distributed, or sold before the Closing Date, to the extent arising under or otherwise set forth in the Employee Matters Agreementordinary course of business, consistent with past practice; and (ivd) all Liabilities assumed by the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only Buyer pursuant to the extent of the amounts so includedSection 5.6.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing Effective Time, Buyer shall assume, and from and after the Closing, to assume and agree to shall pay, discharge perform, fulfill and perform in accordance with their termsdischarge, only the following liabilitiesLiabilities of Seller or its Subsidiaries (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilitiesLiabilities accruing from, commitments and obligations arising under any out of the Assumed Contracts or related to the extent such liabilities, commitments and obligations Transferred Contracts that are incurred or required to be paid, performed or otherwise discharged on or after, or relate to any period beginning on or after, after the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingEffective Time; (iib) any liability all Liabilities accruing from, arising out of or obligation with respect related to Taxes imposed with respect to the Transferred Assets or the Buyer’s operation of the Business for any period beginning after and the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ ownership and operation of the Business Transferred Assets on or prior after the Effective Time; (c) all Liabilities that are assumed by operation of Applicable Law related to the Closing Date or Transferred Employees whose primary place of employment is outside the Sellers’ operation at any time of any business other than the Business)United States, taking into account the allocation described including those specified in Section 2.08(aSchedule 2.03(c); (iiid) the obligations of the all Product Obligations; (e) any Taxes to be paid by Buyer with respect pursuant to Business Employees arising under or otherwise set forth in the Employee Matters AgreementSection 5.09; and (ivf) all Liabilities to be performed by Buyer or its Subsidiaries under this Agreement and the liabilities Ancillary Agreements. The assumption by Buyer of the Business included Assumed Liabilities and the transfer of the Assumed Liabilities by Seller and its Subsidiaries shall in Net Working Capital no way expand the rights or Other Assets remedies of any Person against Buyer or Seller and Liabilities (in each caseits Subsidiaries or their respective officers, other than any Retained Liabilities) on the Final Amounts Scheduledirectors, but only employees, shareholders and advisors as compared to the extent rights and remedies that such Person would have had against such Parties had Buyer not assumed the Assumed Liabilities. Without limiting the generality of the amounts so includedforegoing, the assumption by Buyer of the Assumed Liabilities shall not create any third-party beneficiary rights.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion As partial consideration for consummation of the Excluded LiabilitiesTransaction, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Key Texas shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of the Sellers arising from described in clauses (a) – (d) below, whether known, unknown, fixed, contingent or relating to the Transferred Assets or the Businessotherwise (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments liabilities and obligations of Sellers related exclusively to the Business or the Purchased Assets and reflected on the Pro Forma Unaudited Balance Sheet; (b) all liabilities and obligations of Sellers related exclusively to the Business or the Purchased Assets that have arisen since the Pro Forma Unaudited Balance Sheet Date in the Ordinary Course (other than any liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter); (c) all liabilities and obligations of Sellers related exclusively to the Business or the Purchased Assets under any the Contracts, Leases, Permits and other commercial arrangements of the Assumed Contracts Sellers set forth in Schedule 2.3(c) (to the extent such liabilitiesContracts, commitments Leases, Permits and obligations other commercial arrangements are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation part of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Purchased Assets) and Sellers’ operation guarantees of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising Subsidiaries under or otherwise set forth in the Employee Matters Agreementtheir Contracts, Leases, Permits and other commercial arrangements; and (ivd) all liabilities and obligations of Sellers under the liabilities of the Business included Sellers’ Benefit Plans set forth in Net Working Capital or Other Assets and Liabilities Schedule 2.3(d) (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the maximum extent permitted by law). Notwithstanding the foregoing, in no event shall the Assumed Liabilities include the Excluded Liabilities, and the assumption of the amounts so includedsuch Assumed Liabilities shall in no way limit or diminish any representation, warranty, covenant or agreement by Sellers under this Agreement.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilitiesliabilities, commitments and obligations set forth in Section 2.02(d), the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following all liabilities, commitments and obligations of the Sellers Sellers, in each case to the extent arising from or relating to the Transferred Assets or the Business, as the same shall exist as of on the Closing Date and irrespective of whether the same shall arise prior to, on or following the Closing Date (but excluding in any event the Excluded Liabilities) (the “Assumed Liabilities”):). Without limiting the generality of the foregoing, subject to Section 2.02(d), the following shall be included among the Assumed Liabilities: (i) all liabilities, commitments liabilities taken into account in the Final Working Capital Statement; (ii) all liabilities and obligations arising under any of the Assumed Contracts Contracts; (iii) all Taxes for which the Buyer is responsible pursuant to the extent such Tax Matters Agreement; (iv) all liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect any return, warranty or similar liabilities relating to the Transferred Assets or the operation products of the Business for any period beginning after the Closing Date that were (none of whichx) designed, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business manufactured or sold on or prior to the Closing Date (including with respect to any products sold or services rendered to GE and its Affiliates on or prior to the Sellers’ operation at Closing Date); provided, however, that with respect to products sold or services rendered to GE and its Affiliates prior to the Closing Date, the Buyer will not be responsible to GE and its Affiliates for any time amounts in excess of two (2) times the purchase price paid to the Business in respect of any business other than individual project or order for such products or services, or (y) held in the Business), taking into account Inventory as of the allocation described in Section 2.08(a)Closing Date; (iiiv) except as otherwise provided in Section 2.02(d)(vii), all liabilities, commitments and obligations, whether accruing before, on or after the obligations Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Buyer Closing Date, in each case to the extent (x) (i) relating to the environment or natural resources, human health and safety or Hazardous Substances and (ii) arising from or relating to the Transferred Assets or the Business (whether past, current or future) (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) or (y) relating to the use, application, malfunction, defect, design, operation, performance or suitability of any product sold or distributed prior to the Closing by, or service rendered prior to the Closing by or on behalf of, any Seller to any Person (including any products 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), including with respect to any products sold or services rendered to GE and its Affiliates on or prior to the Closing Date, provided, however, that with respect to products sold or services rendered to GE and its Affiliates prior to the Closing Date, the Buyer will not be responsible to GE and its Affiliates for any amounts in excess of two (2) times the purchase price paid to the Business Employees arising under in respect of any individual project or otherwise set forth in the Employee Matters Agreementorder for such products or services; (vi) all liabilities, commitments and obligations expressly transferred pursuant to Exhibit C; and (ivvii) all Actions by any Person (including Business Employees) arising out of or related to or resulting from (A) the liabilities ownership or operation of the Business included in Net Working Capital before, on or Other Assets and Liabilities after the Closing or (in each caseB) the ownership, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent use or operations of the amounts so includedTransferred Assets before, on or after the Closing (including all Losses with respect thereto but excluding the Excluded Litigation and Losses with respect thereto).

Assumed Liabilities. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion Purchaser shall assume, effective as of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to Closing Purchaser shall pay, perform and discharge when due, the following (and perform in accordance with their terms, only the following following) specified liabilities, commitments obligations and obligations of commitments, other than the Sellers arising from or relating to the Transferred Assets or the BusinessExcluded Liabilities (such Liabilities, as the same shall exist as of the Closing (the “Assumed Liabilities”) (it being understood that notwithstanding anything in this Agreement to the contrary, no Liabilities to the extent accrued or arising prior to the Closing or arising from Sellers’ and their Affiliates’ ownership and operation of the Acquired Assets or the Business prior to the Closing shall be Assumed Liabilities): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts Liabilities (other than Taxes) to the extent such liabilities, commitments and obligations are required relating to be performed on or afterthe Acquired Assets, or relate to any period beginning on or afterPurchaser’s ownership and operation of the Acquired Assets and the Business, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to arising after the Closing; (ii) any liability or obligation with respect all Liabilities for Transfer Taxes for which Purchaser is responsible pursuant to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a);7.4; and (iii) all Liabilities arising after the obligations of Closing under the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each caseTransferred Contracts, other than any Retained Liabilities) on the Final Amounts Schedule, but only Liabilities to the extent arising out of or relating to any default, breach or violation under any Transferred Contract by Sellers or any of their Affiliates prior to the amounts so includedClosing.

Assumed Liabilities. On the terms and subject Subject to the conditions set forth in this Agreement, and subject in addition to the exclusion Purchase Price and as additional consideration for the Purchased Assets, as of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Heidrick U.S. will assume from DSI, and agree to pay, discharge and perform in accordance with their termsHeidrick U.K. will assume from DSI Limited, only the following liabilitiesdebts, commitments liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or extent such debts, liabilities and obligations relate to the BusinessBusiness (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) except as otherwise provided in Section 2.2(b), all liabilitiesof Sellers’ accounts payable, commitments including VAT payables, but only to the extent such items are not more than 30 days past due and are included in the calculation of Net Working Capital; (ii) Sellers’ obligations arising (A) with respect to accrued payables owed to subcontractors working on pending engagements as of the Closing and (B) the relocation expense of moving ▇▇▇▇▇ ▇▇▇▇▇▇ from Geneva, Switzerland to Philadelphia or Conshohocken, Pennsylvania, up to an aggregate amount of $20,000; (iii) Sellers’ obligations under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, arising after the Closing and Date, but only to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior Contracts are assigned to Buyers or Buyers otherwise receive the Closing; rights and benefits of such Assumed Contracts pursuant to Section 3.6, and specifically excluding any Liability relating to or arising out of such Assumed Contracts as a result of (iiA) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation breach of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business such Assumed Contracts occurring on or prior to the Closing Date or Date, except for any such breach due to the Sellers’ operation at any time failure to obtain consent to assignment of any business other than such Assumed Contract to Buyers; (B) any claim for or obligation to pay refunds arising prior to the BusinessClosing Date; (C) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date; or (D) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand that arises as a result of a matter referred to in clauses (A), taking into account (B) or (C) above or that is filed prior to the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementClosing Date; and (iv) the all liabilities and obligations arising from Buyers’ operation of the Purchased Assets or the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on after the Final Amounts Schedule, but only to the extent of the amounts so includedClosing Date.

Assumed Liabilities. On Effective at the terms and subject to the conditions Closing or, as set forth in this AgreementSection 2.6(c), and subject to on the exclusion of the Excluded Liabilitiesapplicable Employment Commencement Date, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Purchaser shall assume and agree to pay, discharge and or perform in accordance with their terms, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred extent related to or arising out of the Purchased Assets or the Business, as the same shall exist as of the Closing Business (the “Assumed Liabilities”): (ia) all liabilities, commitments and obligations arising under any of the Assumed Contracts to To the extent such liabilities, commitments and obligations are required to be performed arising out of events or transactions first occurring on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date Date, any and all Liabilities relating to or arising out of the Assigned Contracts (none of whichexcluding, for the avoidance of doubt, shall include any Taxes Liabilities arising from out of or related to the Sellers’ operation nonperformance of any Assigned Contract or a breach, default or violation (or any matter that with notice or the Business on passage of time would constitute a breach, default or violation of any Assigned Contract) thereunder prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aClosing); (iiib) To the obligations of extent not included in the Buyer with respect to Business Employees arising under or otherwise Liabilities set forth in Section 2.6(a), any and all Liabilities under purchase orders set forth on Schedule 2.4(a)(i) (excluding, for the Employee Matters Agreementavoidance of doubt, any Liabilities arising out of or related to the nonperformance thereof or a breach, default or violation (or any matter that with notice or passage of time would constitute a breach, default or violation thereof) thereunder prior to the Closing); and (ivc) Any and all Liabilities in respect of each Transferred Business Employee accruing from and after the liabilities Employment Commencement Date applicable to such Transferred Business Employee. For the avoidance of doubt, the Business included Parties acknowledge and agree that, notwithstanding anything to the contrary herein, in Net Working Capital no event shall either Purchaser or Other Assets and Liabilities (in each case, other than any of its Affiliates assume or be obligated to discharge or perform any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms and subject to the conditions set forth in For purposes of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): ” means (i) all liabilitiesLiabilities of the Sellers that are required to be performed, commitments and obligations arising that accrue, on or after the applicable Closing Date under any of the Assumed Contracts and Assumed IP Licenses (but excluding any Liabilities of the Sellers in respect of a breach by any Seller of or default by any Seller under such Assumed Contracts or Assumed IP Licenses prior to the applicable Closing Date), to the extent such liabilitiesAssumed Contracts and Assumed IP Licenses, commitments and obligations all rights of the Sellers thereunder, are effectively assigned to Buyer at such Closing, (ii) Liabilities for accrued vacation, sick time and time-off with respect to any Transferred Employee, as set forth in Section 8.17(c), and (iii) all Customer Account Liabilities as of the applicable Closing Date of the type required to be performed listed on or after, or relate to any period beginning Lines 22A through D (“Equities in commodity accounts”) of CFTC Form 1-FR-FCM (and comparable liabilities on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation comparable form with respect to Taxes imposed any foreign regulated FCM) with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for Customer Accounts that are conveyed to Buyer pursuant to this Agreement. For the avoidance of doubt, (1) Assumed Liabilities shall not include any Taxes arising Excluded Liabilities, and (2) Buyer shall not be responsible for any Liabilities resulting from the Sellers’ ownership, use, operation or maintenance of the Acquired Assets, or the conduct of the Business on or by the Sellers, prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedClosing.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Liberty shall assume and subject be liable and otherwise responsible for the following liabilities and obligations of the Newspapers: (i) the liabilities and obligations of the Newspapers, under the Contracts to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and extent arising from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments Closing (other than liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closingpre-closing breaches); (ii) any liability or obligation with respect to Taxes imposed with respect all current liabilities of Lee ▇▇ of the Closing to the Transferred Assets or extent such liabilities are reflected on the operation of the Business for any period beginning after the Closing Date Balance Sheet (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described as defined in Section 2.08(a4.6(a)) or incurred after July 31, 1999 and which in each case are included in the computation of Net Working Capital; (iii) the liabilities and obligations of Lee ▇▇▇ating to the Buyer with respect Transferred Employees expressly assumed by Liberty pursuant to Business Employees arising under or otherwise set forth in the Employee Matters AgreementArticle 10; and (iv) the liabilities and obligations of Lee ▇▇▇er the leases relating to the leased Real Property to the extent arising from and after the Closing (other than liabilities and obligations relating to pre-closing breaches) (all of the Business foregoing are referred to herein collectively as the "Assumed Liabilities"); provided, however, that Assumed Liabilities shall not include, among others, (u) except to the extent included in the Net Working Capital pursuant to clause (ii) above, any liability or Other Assets and Liabilities (in each case, other than obligation under any Retained Liabilities) on Contract required by the Final Amounts Schedule, but only terms thereof to be discharged prior to the extent Closing, (v) any liability or obligation incurred in violation of the amounts so included.provisions of this Agreement, (w) any liability or obligation arising out of a breach or default by Lee ▇▇▇or to the Closing (including an event that with the passage of time or the giving of notice, or both, would become such a breach or default) under any Contract, (x) any liability for Taxes of Lee,

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to assume, pay, perform and discharge and perform in accordance with their terms, only the following liabilitiesLiabilities (as defined below) (such Liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) Any and all liabilities, commitments amounts due and obligations arising owing in order to cure any defaults under any of the Assumed Assigned Contracts to the extent such liabilities, commitments and obligations that are required to be performed on cured under the Bankruptcy Code (the “Cure Costs”) in an amount not to exceed One Million Dollars (US $1,000,000.00) in the aggregate (the “Cure Costs Cap”) due and owing under the Assigned Contracts in the aggregate; (b) All of Sellers’ Liabilities under the Assigned Contracts accrued, arising out of or after, or relate to any period beginning on or after, the Closing and relating to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to period after the Closing; (iic) any liability or obligation with respect All Liabilities relating to Taxes imposed with respect amounts required to the Transferred Assets be paid by Buyer hereunder or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Sale Order; (iiid) All Liabilities relating to Property Taxes (as defined below) imposed on the obligations of the Buyer with respect Purchased Assets that are attributable to Business Employees arising under or otherwise set forth in the Employee Matters Agreementany Post-Closing Tax Period; and (ive) the liabilities All Liabilities relating to or arising from Buyer’s ownership, possession or use of the Business included in Net Working Capital or Other Purchased Assets and Liabilities (in each case, other than any Retained Liabilities) on after the Final Amounts Schedule, but only to the extent of the amounts so includedClosing Date.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, discharge perform and perform in accordance with their termsdischarge, as and when due, the following, and only the following liabilitiesfollowing, commitments Liabilities of Parent and obligations of the Sellers arising from or relating to the Transferred Assets or the BusinessCompanies (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments Liabilities of Parent and obligations the Companies arising under any of the Assumed Contracts to the extent such liabilities, commitments from and obligations are required to be performed on or after, or relate to any period beginning on or after, after the Closing and under each Business Contract that is assigned to the extent Buyer pursuant to Section 2.1, other than such Liabilities that they do not relate to any failure to perform perform, improper performance, warranty or other breach, default or violation by a Seller under Parent or any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business Company on or prior to the Closing Date or Date; (ii) all Liabilities of Parent and the Sellers’ operation at any time of any business Companies arising from and after the Closing under each Shared Contract that is assigned to Buyer pursuant to Section 2.1 and Section 5.2, other than such Liabilities that (A) do not relate exclusively to the Business)Business or (B) relate to any failure to perform, taking into account improper performance, warranty or other breach, default or violation by Parent or any of its Affiliates on or prior to the allocation described in Section 2.08(a)Closing Date; (iii) all Liabilities of Parent and the obligations Companies arising from and after the Closing under each Theatre Lease, other than such Liabilities that relate to any failure to perform, improper performance, warranty or other breach, default or violation by Parent or any Company on or prior to the Closing Date; (iv) all Film Equipment Expenses arising from and after the Closing under each Film Equipment Agreement to the extent included in the calculation of the Final Cash Purchase Price; (v) all Liabilities of Parent and the Companies arising from and after the Closing under each Permit that is assigned to Buyer with pursuant to Section 2.1(a)(viii), other than such Liabilities that relate to any failure to perform, improper performance or other breach, default or violation by Parent or any Company on or prior to the Closing Date; (vi) all Liabilities of Parent and the Companies in respect to Business Employees arising under or otherwise set forth in of Courtesy Passes issued and outstanding as of the Employee Matters AgreementClosing; and (ivvii) the liabilities of the Business included in Net Working Capital or Other Assets and all Pass Card Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent included in the calculation of the amounts so includedFinal Pass Card Liability Amount.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementhereof, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time as of the Closing and from and after the ClosingDate, to assume and agree to Buyer shall assume, satisfy, perform, pay, discharge and perform in accordance with their terms, only be liable for the following liabilitiesLiabilities (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilitiesLiabilities arising out of or relating to the prosecution, commitments and obligations arising under any ownership, operation, maintenance, sale, lease or use of the Assumed Purchased Assets after the Closing; and (b) all Liabilities under the Purchased Contracts arising after the Closing, including [*] and compliance with all post-Closing obligations under that certain License Agreement dated August 30, 2011 (as the same may be amended or modified by the SK License Amendment or otherwise, the “SK License”) between the Company and SK Biopharmaceuticals Co., Ltd. (“SK”); provided, however, that Buyer shall not assume and shall have no obligation to perform or pay any Liabilities to the extent that such liabilities, commitments and obligations are required to be performed on or after, Liabilities (i) arise from or relate to any period beginning on breach of or after, default under any provision of any of such Purchased Contracts prior to or as a result of the Closing and to by the extent that they do not Company, or (ii) arise from or relate to any failure to perform event, circumstance or other breach, default condition occurring or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or existing prior to the Closing Date that, with notice or the Sellers’ operation at any time lapse of time, would constitute or result in a breach or default of any business other than the Business)of such Purchased Contracts; provided, taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer further, that with respect to Business Employees arising under or otherwise set forth each Purchased Contract that is not effectively assigned to Buyer upon the Closing, all references to “the Closing” in this clause (b) shall be deemed to be references to “the Employee Matters Agreement; and (iv) effective assignment of such Purchased Contract from the liabilities Company to Buyer.” [*] = 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 Business included in Net Working Capital or Other Assets and Liabilities (in each caseSecurities Exchange Act of 1934, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedas amended.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume (and agree thereafter to pay, discharge perform and perform in accordance with their termsdischarge, only as and when the same shall become due and payable) the following liabilities, commitments obligations and liabilities (the "ASSUMED LIABILITIES"): (a) all obligations and liabilities set forth on the Balance Sheet relating to the Thermal Divisions; (b) all liabilities and obligations of Insilco arising under the Sellers Contracts; and (c) all Losses and obligations arising from primarily out of the conduct of the Business (including, for purposes of the definition of Assumed Liabilities only, the previously divested business units known as "Romac" and "McKenica" or relating to the Transferred Assets any one or more subsidiaries through which such business units may have operated) or the Businessownership, as the same shall exist as operation or possession of the Closing (the “Assumed Liabilities”): Purchased Assets, including, without limitation, (i) all liabilities, commitments Losses and obligations arising under any Environmental Law in each case arising primarily out of the Assumed Contracts to conduct of the extent such liabilitiesBusiness, commitments including, but not limited to, any liability for the treatment, transportation, disposal or release of any hazardous substances, as each of those terms is defined under the Comprehensive Environmental Response, Compensation and Liability Act, and specifically including, without limitation, all Losses and obligations are required to be performed associated with the environmental matters described on or afterSchedule 4.03(c)(i) attached hereto, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation all Losses and obligations associated with respect to Taxes imposed with respect to the Transferred Assets or the operation both asserted and unasserted claims and causes of action arising out of the conduct of the Business, including, without limitation, those claims, causes of action and similar matters described on Schedule 4.03(c)(ii) attached hereto, (iii) all Losses and obligations arising primarily from product liability and product warranty claims in respect of sales of products by the Business for or any period beginning predecessor thereto and (iv) all Losses arising on or after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation operation, maintenance, or termination of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of pension plan assumed by the Buyer with respect pursuant to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (ivSection 10.03(c) the and all liabilities of the Business included in Net Working Capital or Other Assets assumed by Buyer pursuant to Sections 10.03 and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included10.04.

Assumed Liabilities. On As of the Effective Time, Purchaser shall assume and pay, perform or otherwise discharge, in accordance with their respective terms and subject to the respective conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their termsthereof, only the following liabilitiesLiabilities (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments and obligations any Liability arising on or after the Closing Date under any Assigned Contract that may occur and/or exist after the Effective Time by virtue of Purchaser’s ownership of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingPurchased Assets; (iib) any liability Liability arising on or obligation after the Closing Date under any Assigned Contract, including any Liability under any Assigned Contract which was entered into by Seller after the Execution Date in accordance with respect to this Agreement; (c) any Liability for Taxes arising from or imposed with respect to the Transferred Purchased Assets or the operation of the Business for attributable to any period beginning after the Post-Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Tax Period; (iiid) the obligations of the Buyer with respect any Liability that Purchaser has expressly assumed or agreed to Business Employees arising assume under or otherwise set forth in the Employee Matters this Agreement; and (ive) the liabilities of the Business included in Net Working Capital or Other Assets any other Liability specifically and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent set forth on Schedule 2.3 hereto. Notwithstanding the foregoing, Purchaser is not assuming, and Seller shall retain, as an Excluded Liability, any Liability arising with respect to any default of Seller under any Assigned Contract or with respect to any Liability that arises out of or is based on or calculated on the basis of any event, circumstance or condition existing on or before the Effective Time. For avoidance of doubt, nothing in this Section 2.3 is intended to, or shall be interpreted to, limit or otherwise reduce the Liabilities of Purchaser as they may occur and/or exist after the Effective Time by virtue of Purchaser’s ownership of the amounts so includedPurchased Assets, but rather, this Section 2.3 is solely intended to identify and provide for the assumption by Purchaser of those Liabilities of Seller that are specifically assumed by Purchaser hereunder and which, but for such assumption, would remain Liabilities of Seller.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer Purchaser hereby agrees, effective at the time as of the Closing and from and after the Closing, to assume and agree thereafter to pay, discharge discharge, perform and perform otherwise satisfy when due, in accordance with their respective terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments Liabilities arising from and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, after the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business by Purchaser from and after the Closing, (ii) all Liabilities of Seller with respect to each Assumed Contract arising with respect to the period commencing on the date of the assignment of such Assumed Contract pursuant to this Agreement, other than, as provided in Section 2.1(e), any Cure Amounts listed on Schedule 2.1(e)(ii), (iii) all Customer Program Liabilities incurred in the ordinary course of business, (iv) subject to Section 2.1(d) and Article VIII, all Liabilities with respect to Hired Employees arising after the Closing, (v) all Liabilities for ad valorem (or similar) property Taxes (whether assessed or unassessed) in respect of the Transferred Assets for any taxable period (or portion thereof) beginning on or after the Closing Date Date, and (none vi) Purchaser’s share of which, for the avoidance of doubt, shall include any Transfer Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise as set forth in Section 7.12(e), (collectively, the Employee Matters Agreement; and (iv) “Assumed Liabilities”). It is expressly understood that Purchaser is assuming only the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Assumed Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Unless otherwise set forth on Schedule 1.3 hereto or unless a Liability arising after the terms and subject Closing Date under any of the Assigned Contracts that does not arise out of or result from a Breach prior to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Date (collectively the “Assumed Liabilities”): (i) all liabilities), commitments the Seller will retain, and obligations arising under will be solely responsible for paying, performing and discharging, and Purchaser will not assume or otherwise have any responsibility or liability for, any Liabilities of the Assumed Contracts Seller, including but not limited to Liabilities arising out of or relating to (a) the use or ownership of the Purchased Assets by the Seller prior to the extent such liabilities, commitments and obligations are required to be performed on Closing or after, or relate to any period beginning on or after, Liabilities arising out of the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract Purchased Assets prior to the Closing; ; (iib) any liability Liability relating to Taxes of the Seller or obligation any Liabilities of any Person other than Seller under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (c) all Liabilities of the Seller for Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the Transactions; (d) the Benefits Liabilities; (e) any Liability with respect to Taxes imposed any employee of the Seller related to such employee’s employment with respect the Seller, including but not limited to liabilities related to the Transferred Assets termination of such employee’s employment with Seller in connection with the Transactions; (f) the Excluded Assets; or (g) Transaction Expenses (collectively, the operation of the Business for any period beginning after “Excluded Liabilities”). The Purchaser shall at the Closing Date (none of which, for and hereby does covenant and agree to) assume the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Assumed Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, effective as of the Closing, Buyer shall assume, and subject hereby agrees to pay, perform and otherwise discharge fully and timely, the following liabilities or obligations, in each case, solely to the exclusion extent related to, resulting from or arising out of the Excluded Liabilitiesownership, the Buyer hereby agrees, effective at the time use or operation of the Closing and Purchased Assets or the Transferred Business from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (collectively, the “Assumed Liabilities”): (i) all liabilities, commitments liabilities and obligations arising under any of from Proceedings pertaining to or affecting the Assumed Contracts Business or the Purchased Assets, solely to the extent such liabilities, commitments and obligations are required to be performed based on events occurring or after, or relate to any period beginning on or after, the a cause of action arising after Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingDate; (ii) all liabilities and obligations under the Acquired Contracts, except that Buyer shall not assume or agree to pay, discharge or perform any liability liabilities or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes obligations arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time out of any business other than the Business), taking into account the allocation described in Section 2.08(a)breach by Seller of any provision of any Acquired Contract; (iii) the all liabilities and obligations of the that are expressly assumed by Buyer and its Affiliates under Section 5.3; (iv) all liabilities and obligations with respect to Business Employees arising under each Transferred Employee, except to the extent such liabilities and obligations relate to any acts or otherwise set forth in omissions occurring prior to the date such Transferred Employee Matters Agreementcommences services as an employee of Buyer; (v) other than the Excluded Taxes, all liabilities, obligations and commitments with respect to Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities; and (ivvi) the all liabilities and obligations of the Business included in Net Working Capital Seller or Other Assets and Liabilities (in each case, other than its Affiliates to pay or perform any Retained Liabilities) on the Final Amounts Schedule, but only obligation or liability pursuant to the extent any guaranty of the amounts so includedany Assumed Liability.

Assumed Liabilities. On the terms and subject B▇▇▇▇ agrees to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agreesassume, effective at the time as of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating all liabilities related to the Transferred Assets or Assumed Contracts but only to the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): extent that such liabilities (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, after the Closing Date; and to the extent that they (ii) do not relate to any failure to perform perform, improper performance, warranty or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or (collectively, the Sellers’ operation at any time of any business “Assumed Liabilities”). All liabilities related to the Seller and the Purchased Assets, other than the BusinessAssumed Liabilities (the “Excluded Liabilities”), taking into account shall not be assumed by Buyer, and all Excluded Liabilities remain the allocation described in Section 2.08(a)obligation and responsibility of the Seller, including the obligations and liabilities of the Seller: (A) for Taxes payable, collectible or remittable by the Seller; (iiiB) the obligations owing to a lender or creditor of the Buyer with respect Seller, including any bank overdrafts or bank indebtedness and any indebtedness or liabilities other than the Assumed Liabilities owing under any promissory note, or Contract for the borrowing of money; (C) arising out of or relating to Business Employees arising under Products or otherwise set forth in other products or services of the Employee Matters AgreementSeller to the extent manufactured, sold, shipped or rendered prior to the Closing; and (ivD) the liabilities of the Business included in Net Working Capital or Other Assets under all employees and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedContracts relating thereto.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Purchaser shall assume and agree to pay, perform and discharge when due any and perform in accordance with their terms, only the following liabilities, commitments all liabilities and obligations of the Sellers Seller arising from out of or relating to the Transferred Assets Business or the BusinessPurchased Assets on or after the Closing, as other than the same shall exist as of the Closing Excluded Liabilities (collectively, the “Assumed Liabilities”):), including, without limitation, the following. (ia) all liabilities, commitments trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the Closing Date; (b) all liabilities and obligations arising under any of or relating to the Assumed Contracts to the extent such liabilities, commitments Contracts; (c) all liabilities and obligations are required of Purchaser or its Affiliates relating to be performed employee benefits, compensation or other arrangements with respect to any Transferred Employee arising on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to after the Closing; (iid) any liability or obligation with respect to all liabilities and obligations for (i) Taxes imposed with respect relating to the Transferred Business, the Acquired Assets or the Assumed Liabilities for any taxable period ending after the Closing Date and (ii) Taxes for which Purchaser is liable pursuant to Article VII; (e) all other liabilities and obligations arising out of or relating to Purchaser's ownership or operation of the Business for any period beginning and the Acquired Assets on or after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.Closing

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, Purchaser shall assume (or shall cause its applicable Affiliate to assume assume) and agree hereby agrees to (or shall cause its applicable Affiliate to) pay, discharge and or perform in accordance with their terms, only all of the following liabilities, commitments Liabilities of Seller and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing its Affiliates (the “Assumed Liabilities”): (ia) Any and all liabilities, commitments and obligations Liabilities relating to or arising under any out of the Assumed Contracts to the extent such liabilitiesBusiness Contracts, commitments and obligations are required to be performed on other than any Liabilities arising from Seller’s or afterits Affiliates’ breach of contract or from any similar claim sounding in tort, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract in each case prior to the Closing; (b) Any Adjusted Current Liabilities; (c) Any and all Liabilities for Purchaser Taxes; (d) Any and all Liabilities (i) in respect of Business Employees arising on or after the Closing Date or (ii) relating to or arising under any liability or obligation with respect to Taxes imposed with respect Benefit Plan set forth on Section 2.6(d) of the Seller Disclosure Schedules (such Benefit Plans, the “Assumed Benefit Plans”); and (e) All accounts payable, trade accounts payable and trade obligations to the Transferred Assets extent relating to or arising out of the conduct of the Business or the operation of the Business for any period beginning Purchased Assets on, prior to or after the Closing Date Date. The Parties hereto acknowledge and agree that a single Liability may fall within more than one of clauses (none a) through (e) in this Section 2.6; such fact does not imply that (i) such Liability shall be transferred more than once or (ii) any duplication of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedsuch Liability is required.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded LiabilitiesSection 3.4, the Buyer hereby agreesbelow, effective at the time of on the Closing and from and after the ClosingDate, to Buyer shall assume and agree to pay, discharge perform and perform in accordance with their termsdischarge, as and when due, the following, and only the following liabilitiesfollowing, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the BusinessCompany (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): ): (ia) all liabilities, commitments Liabilities of Company accruing solely and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed entirely on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none under the Assumed Contracts and unrelated to any pre-Closing breach of whichsuch Assumed Contracts, for the avoidance together with all Liabilities of doubt, shall include any Taxes arising from the Sellers’ operation of the Business Company accruing solely and entirely on or prior to after the Closing Date or the Sellers’ operation at under Contracts which are serviced by Buyer on behalf of Company pursuant to Section 2.5 and unrelated to any pre-Closing breach of such Contracts until such time of any business other than the Business), taking into account the allocation described as Buyer notifies Company in Section 2.08(a); (iii) the obligations writing of the fact that an arrangement acceptable to Buyer with respect to Business Employees Beneficial Rights cannot be made; and (b) those Liabilities arising under from or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital related to obligations for borrowed money owed or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Scheduleguaranteed by Company, but only to the extent the amount and the creditor is correctly identified on Exhibit 2.3 (the “Assumed Indebtedness”). The assumption of and agreement by Buyer to pay, perform and discharge, as and when due, the Assumed Liabilities shall not prohibit Buyer from contesting with any third party the amount, validity or enforceability of any of the amounts so includedAssumed Liabilities.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Purchaser shall assume, and agree to pay, discharge perform, fulfill and perform in accordance with their termsdischarge, only and Seller shall assign and no longer pay, perform, fulfill and discharge, the following liabilitiesLiabilities (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) any and all liabilities, commitments and obligations Liabilities of Seller arising under after the Closing in connection with any of the Assumed Contracts to the extent such liabilities, commitments Purchased Assets identified in Sections 1.1(a) through 1.1(i); (b) any and obligations are required to be performed on or after, or relate to any period beginning on or after, all Liabilities of Seller arising after the Closing and in connection with the operation of the App, including in connection with any torts, violations of Law or breaches of any Purchased Contract in connection with the operation of the App alleged to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to have occurred after the Closing; (iic) any liability or obligation with respect and all Liabilities (including the employer portion of Social Security and Medicare Taxes and obligations to Taxes imposed with respect to withhold and pay the Transferred Assets or the operation retained portion of the Business for any period beginning Employee withholding Taxes) of Seller arising after the Closing Date and owed to or in respect of Continuing Employees; (none d) fifty percent (50%) of whichany and all sales, for use or other transfer Taxes and all filing and recording fees (and any penalties or interest associated with such Taxes and fees) applicable to the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation transfer of the Business on or prior Purchased Assets pursuant to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(athis Agreement (“Transfer Taxes”); (iiie) any and all Liabilities arising in connection with that certain financing arrangement (the obligations of “Pollen Liabilities”) between Pollen Capital Americas, Inc. and Seller evidenced by the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Loan Agreement, dated November 15, 2019, between YouNow, Inc. and Pollen Capital Americas, Inc.; and (ivf) the liabilities any other Liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) Seller set forth on the Final Amounts Schedule, but only to the extent of the amounts so includedSchedule 1.3(f).

Assumed Liabilities. On As part of the terms and consideration for the Acquired Assets, subject to the conditions set forth in this AgreementSection 1.4, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Purchaser shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Seller (the “Assumed Liabilities”): (ia) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilitiesincluded in the calculation of Final Net Working Capital, commitments the trade accounts payable relating to the Business incurred in the ordinary course of business consistent with past practice and that are listed on Schedule 1.3(a) (other than any trade account payable to an Affiliate of Seller that remains unpaid as of the Closing Date and those trade accounts payable (i) that are more than 30 days past due or delinquent and remain unpaid as of the Closing Date or (ii) for which Seller has a claim against, or dispute with, the supplier or vendor as to the underlying goods or service); (b) to the extent included in the calculation of Final Net Working Capital, the accrued expenses relating to the Business incurred in the ordinary course of business consistent with past practice and that are listed on Schedule 1.3(b), including accrued earned and unused vacation; and (c) those obligations are required to be performed on or after, or relate to any period beginning on or after, after the Closing under those Assigned Contracts and Assigned Permits constituting Acquired Assets, in each case solely to the extent that they do not relate legally assigned to Purchaser, but excluding any Liabilities arising from or related to any failure to perform or other breachdefault, default breach or violation by a Seller under of any such Assumed Contract prior or Permit, including, without limitation, the Assigned Contracts and the Assigned Permits, due to the Closing; (ii) any liability activities, events, or obligation with respect to Taxes imposed with respect to the Transferred Assets inactivity or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business omission occurring on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedDate.

Assumed Liabilities. On Except as otherwise provided for herein, and except as set forth in Section 3.2 hereof, Purchaser, in addition to the terms consideration to be paid pursuant to Section 2 hereof, shall assume at the Closing and shall subsequently pay, honor and discharge when due and payable in accordance with and subject to the terms and conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilitiesrelevant governing agreements, commitments and instruments, the following liabilities (collectively, the "Assumed Liabilities"): (a) all liabilities and obligations of Seller at the Sellers arising from or relating Closing Date to the Transferred Assets or extent (i) pertaining to the BusinessAssumed Contracts, as the same shall exist Personal Property Leases, Licenses and Permits and Real Property Leases and (ii) not yet due as of the Closing Date; (b) liabilities arising under and related to the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “Assumed Liabilities”):"WARN Act"), related to the employment of Transferred Employees pursuant to Section 6.1 hereof, provided that Purchaser shall have received an updated Schedule 6.1.1(ii) as of the Closing Date; (ic) all liabilities, commitments liabilities and obligations arising under any of Seller at the Assumed Contracts Closing Date to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and pertaining to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business employment agreements set forth on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the BusinessSchedule 3.1(c), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreementattached hereto and made a part hereof; and (ivd) all other liabilities and obligations arising out of or resulting from the liabilities conduct of the Business included in Net Working Capital Business, except Excluded Liabilities, whether occurring before, after, or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedClosing Date.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the BusinessAgreement (including paragraph (b) below), as additional consideration for the same shall exist Purchased Assets, as of the Closing Date, Buyer shall assume and pay or perform only the following debts, liabilities and obligations of Seller (collectively, the “"Assumed Liabilities”"): (i) all liabilities, commitments and obligations arising under any accounts payable incurred in the ordinary course of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate business with respect to any period beginning on or afterPost-Closing Event, the amount of which shall be set forth on the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingBalance Sheet; (ii) any liability or obligation with respect all obligations of Seller to Taxes imposed with respect to the Transferred Assets or the operation provide advertising in all issues of the Business for any period beginning Magazines having an "on-sale" date after the Closing Date Date, including those which have been prepaid by Advertiser customers (none the amount of which, for the avoidance of doubt, which prepaids shall include any Taxes arising from the Sellers’ operation of the Business be set forth on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aBalance Sheet); (iii) the all obligations of the Buyer with respect Seller to Business Employees arising under provide advertising which Seller is obligated to provide without receiving payment for such advertisements (such as "make good" and "3 for 2" advertising programs) in an amount not exceeding $75,000; (iv) all obligations of Seller to provide by second class mail or otherwise set forth issues of the Magazines with an "on-sale" date after the Closing Date to subscribers for the term of their subscriptions; (v) commissions earned in the Employee Matters Agreementsale of advertising to the extent arising from any Post-Closing Event; (vi) any obligations of Seller under contracts that are listed on the attached Contracts Schedule and which are expressly identified on such schedule as being assumed by Buyer; and (ivvii) the liabilities of the Business included in Net Working Capital or Other Assets other liabilities, as set forth and Liabilities (in each case, other than any Retained Liabilities) expressly identified to be assumed by Buyer on the Final Amounts attached Assumed Liabilities Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms Buyer shall not assume or be responsible for, and subject shall in no event be liable for, any debts, liabilities or obligations of or relating to the conditions set forth in this AgreementBusiness or the Company, and subject whether fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, material or immaterial, absolute or contingent, matured or unmatured, determinable or undeterminable, direct or indirect, secured or unsecured, or otherwise. As the sole exceptions to the exclusion first sentence of this Section 2.3, effective as of the Excluded Liabilitiesclose of business on the Closing Date, the Buyer hereby agrees, effective at the time of the Closing assumes and from and after the Closing, to assume and agree agrees to pay, discharge and perform in accordance with their termsor perform, only as appropriate, the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments and obligations arising of the Company under any of the Assumed Contracts (other than as set forth in Section 2.4 below) to the extent such liabilitiesobligations accrue after the Closing Date, commitments and obligations are not required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date and are disclosed in the text of such Assumed Contracts and do not arise out of or relate to a default or breach of the Sellers’ operation at any time of any business other than applicable Assumed Contracts on or prior to the Business), taking into account the allocation described in Section 2.08(a)Closing Date; (iiib) all trade payables and accrued expenses relating to the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities operation of the Business included incurred prior to the Closing Date, or incurred or accrued on or after the Closing Date in Net Working Capital connection with or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on relating to activities of the Final Amounts ScheduleBusiness prior to the Closing Date, but only to the extent accounted for as a current liability in the calculation of Net Working Capital; and (c) issued but uncleared checks or drafts as of the amounts so includedclose of business in the Closing Date, but only to the extent accounted for as a current liability in the calculation of Net Working Capital.

Assumed Liabilities. On the terms Closing Date, Seller shall, or shall cause one or more of its Subsidiaries, as appropriate, to, irrevocably convey, transfer and subject assign to the conditions set forth in this AgreementBuyer or one or more Buyer Designees, and subject to the exclusion of the Excluded LiabilitiesBuyer or one or more Buyer Designees shall accept, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform or otherwise discharge, in accordance with their terms, only the following liabilities, commitments respective terms and obligations of the Sellers arising from or relating subject to the Transferred Assets or respective conditions thereof, the BusinessAssumed Liabilities. For purposes of this Agreement, as the same shall exist as of the Closing (the “Assumed Liabilities”): ” means solely the liabilities and obligations set forth or described in paragraphs (ia) all liabilitiesand (b) below, commitments whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in either Seller’s or a Subsidiary’s books or financial statements: (a) the liabilities and obligations arising under any out of the Assumed Contracts to the extent such liabilities, commitments facts and obligations are required to be performed on or after, or relate to any period beginning on or after, circumstances occurring solely after the Closing Date under the Transferred Contracts and to the extent Transferred Governmental Permits that they do are not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; Excluded Liabilities; (iib) any liability or obligation with respect to Taxes imposed the Target Business, any product warranty obligations arising from sales of the Business Products in the ordinary course of business after the Closing Date; (c) Rollover PTO; and (d) subject to Section 2.4, the obligations and liabilities with respect to the Transferred Assets Employees, the Target Business or the Purchased Assets arising from, or in connection with, the operation or conduct of the Target Business for any period beginning or the ownership of the Purchased Assets by Buyer or a Buyer Designee after the Closing Date latest of (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to i) the Closing Date or the Sellers’ operation at any time of any business other than the BusinessDate, (ii), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject Buyer shall assume pursuant to the exclusion Assignment and Assumption Agreement and ▇▇▇▇ of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Sale and agree to pay, perform and discharge and perform in accordance with their terms, only when due solely the following liabilities, commitments liabilities and obligations of the Sellers Seller arising from out of or relating to the Transferred Business or the Purchased Assets or after the Effective Time, other than the Excluded Liabilities (collectively, the "Assumed Liabilities"): (a) all leases of real and personal property included in the Purchased Assets, to the extent that such obligations relate to and are required to be performed during periods after the Effective Time; (b) all unperformed and uncompleted Contracts, supply agreements, purchase orders and unaccepted bids for supply of product relating to the Business, as in each case, which will be assigned to the same shall exist Buyer in accordance with Section 2.01, and to the extent that such obligations relate to and are required to be performed during periods after the Effective Time; (c) all obligations and liabilities arising under or relating to the Assigned Contracts, to the extent that such obligations relate to and are required to be performed during periods after the Effective Time; (d) all accrued but unused time off entitlements, including vacation days, for Hired Employees as of the Closing Date, in accordance with Section 6.04(c); (e) all obligations and liabilities under Business Permits, governmental approvals and consent decrees (other than the “Assumed Liabilities”):Consent Decree, which is addressed in Section 2.03(q)), in each case, which will be assigned to the Buyer in accordance with Section 2.01, subject to the terms and conditions thereof, and to the extent that such obligations relate to and are required to be performed during periods after the Effective Time; (f) all environmental liabilities and obligations with respect to the Purchased Assets to the extent arising from acts or omissions on or after the Effective Time either under any Environmental Law or under any contract or other arrangement that will be assigned to the Buyer in accordance with Section 2.01 (including those arising as a result of the transportation or disposal or both after the Effective Time of hazardous materials regulated by Environmental Law for disposal or treatment); (g) all reclamation obligations associated with the Purchased Assets arising prior to or after the Effective Time, other than those reclamation obligations required by a Law, Permit or Governmental Order to have been performed by a date certain prior to the Closing Date and not performed by such date; (h) except as specifically provided in Section 6.04, all liabilities and obligations of Buyer or its Affiliates relating to employee benefits, compensation or other arrangements with respect to any Hired Employee after the Effective Time; (i) all liabilitiesliabilities and obligations for (i) Taxes relating to the Business or the Purchased Assets for any taxable period or portion thereof beginning (or deemed to begin) after the Effective Time (in the case of a taxable period that begins before the Closing Date and ends after the Closing Date, commitments determined in a manner consistent with Section 2.09) and (ii) one-half (50%) of any Transfer Taxes described in Section 6.11(a) ; (j) all liabilities and obligations arising out of or relating to any products manufactured by Buyer at, or distributed or sold by Buyer from, the Seller Facilities after the Effective Time; (k) all liabilities and obligations under any deed or other instruments relating to Seller’s ownership interests in the Owned Real Property included in the Purchased Assets to be paid or performed or otherwise relating to periods after the Effective Time; (l) any and all liabilities and obligations to the extent arising out of or relating to violations by Buyer of, and/or non-compliance by Buyer with, any Laws relating to occupational safety and health, including the Occupational Safety and Health Administration Act of 1970, Federal Mine Safety and Health Act of 1977, or those issued by the Mine Safety and Health Administration (MSHA), after the Effective Time; (m) a portion of any liabilities or obligations in respect of rebates, discounts or allowances payable to any customer of the Assumed Seller arising under any Sales Contracts in accordance with the terms specifically set forth in the applicable Sales Contracts, to be transferred to Buyer, as determined based on pro ration in accordance with the applicable method set forth in Section 2.09 of the Seller Disclosure Schedules; (n) all other liabilities and obligations arising out of or relating to Buyer's ownership or operation of the Business and the Purchased Assets on or after the Effective Time, including all liabilities arising out of or in connection with product liability, claims for personal injuries, property damage or losses, in each case, that involve the use of any product sold or otherwise disposed of by Buyer or any of its Affiliates in connection with the Business or the Purchased Assets after the Effective Time, except to the extent such liabilities, commitments and liabilities or obligations are required the express responsibility of Seller pursuant to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closingthis Agreement; (iio) any liability or obligation with respect to Taxes imposed with respect to all other liabilities specifically assumed by Buyer under the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Transaction Documents; (iiip) the all liabilities and obligations of Seller set forth on Section 2.03(p) of the Seller Disclosure Schedules; (q) all liabilities and obligations under the Consent Decree that the Buyer with respect expressly assumes pursuant to Business Employees arising under or otherwise set forth in the Employee Matters AgreementSection 6.06(d); and (ivr) the any Taxes, fees, penalties or other liabilities attributable to pre-Closing periods arising out of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than failure of any Retained Liabilities) on the Final Amounts Schedule, but only to the extent portion of the amounts so includedTransferred Agricultural Parcels to continue to meet the requirements to remain in the CAUV Program following the Effective Time.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after At the Closing, to Buyer will assume and agree to thereafter pay, discharge perform, or otherwise discharge, as and perform in accordance with their termswhen the same shall become due and payable, only and hold Seller harmless from the following liabilities, commitments obligations and liabilities (the "Assumed Liabilities"): (a) all liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as Seller in respect of the Business accrued or reserved for on the Pre-Closing (Statement and remaining unpaid and undischarged on the “Assumed Liabilities”):Closing Date; (ib) all liabilities, commitments liabilities and obligations of Seller arising under any in the ordinary course of the Assumed Contracts to Business between the extent such liabilities, commitments date of the Pre-Closing Statement and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and Date other than accounts payable on the books of Seller's European operations, to the extent that they do not relate to any failure to perform the same remain unpaid and undischarged on the Closing Date and are accrued or other breach, default or violation reserved for on the Post-Closing Statement; (c) all liabilities and obligations arising from product warranty claims in respect of sales of products by a Seller under any such Assumed Contract the Business prior to the Closing; (ii) ; provided, however, Buyer shall not assume, and shall not have any liability for, product liability claims or obligation with respect to Taxes imposed with respect to the Transferred Assets or product warranty claims arising from an Epidemic Failure (as hereinafter defined) in each case arising from the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementClosing; and (ivd) subject to Section 1.3, all liabilities and obligations of Seller under the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, Contracts other than any Retained Liabilities) on the Final Amounts Schedule, but only payment and performance of obligations payable or dischargeable prior to the extent of the amounts so includedClosing. Other than as set forth in this Section 3.1, Buyer shall assume no liabilities from Seller whether known or unknown, absolute or contingent, accrued or unaccrued or due or to come due.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion As of the Excluded LiabilitiesEffective Time, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, perform and discharge (i) obligations under the Assumed Contracts arising out of and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets period after the Effective Time and all other liabilities and other obligations relating to the Facility or the Business (including, without limitation, the ownership and/or operation thereof) arising out of and relating to the period after the Effective Time; (ii) liabilities for Seller’s accounts payable and other current liabilities; (iii) employee payroll accrual of the Seller in respect of the Business, as the same shall exist as together with associated payroll taxes and contributions; (iv) accrued vacation and sick days of the Closing Employees (as defined in Section 5.27(b) hereof) of Seller in respect of the Business who commence employment with Buyer, together with associated payroll taxes and contributions; and (v) any Taxes resulting from the ownership and/or operation of the Business and the Assets after the Effective Time, including, but not limited to, any post-Effective Time portion of any taxable periods beginning before but ending after the Effective Time (collectively, the “Assumed Liabilities”): ). Notwithstanding anything above to the contrary, Buyer shall not be liable for (ix) all liabilities, commitments and obligations arising under any uncured defaults in performance of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract Liabilities for periods prior to the Closing; Effective Time and (iiy) any liability or obligation with unpaid amounts in respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation Assumed Liabilities that are past due as of the Business on or prior to Effective Time in accordance with the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations terms of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets obligation and Liabilities (in each case, other than any Retained Liabilities) not accrued on the Final Amounts Schedule, but only to the extent books of the amounts so includedSeller.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, Seller shall (or shall cause its applicable Subsidiaries to) assign to Buyer and Buyer shall assume from Seller or its applicable Subsidiaries and agree to paypay and discharge when due, discharge all Liabilities of Seller and perform in accordance with their termsits Subsidiaries other than the Excluded Liabilities (collectively, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):), including the following: (ia) all liabilities, commitments and obligations Liabilities arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingPurchased Contracts; (iib) any liability or obligation with respect to Taxes imposed with respect to all Liabilities arising from the Transferred ownership of the Purchased Assets or the conduct or operation of the Business for any period beginning after Business; (c) all Liabilities relating to the Closing Date ownership of the Equity Securities of the Acquired Entities (none of whichand, for the avoidance of doubt, shall include any Taxes arising from thereby indirectly, the Sellers’ operation Liabilities of the Business on or Acquired Entities whether arising prior to or after the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aClosing); (iiid) all Liabilities for Transfer Taxes allocated to Buyer as provided in Section 5.3.2; (e) all Liabilities directly relating to the obligations sponsorship of any Assumed Plans and all Liabilities relating to the employment in respect of the Continuing Employees by Buyer with respect to Business Employees or one of Buyer’s Affiliates following the Closing (other than Liabilities arising under as a consequence of any breach of representation or otherwise set forth in the Employee Matters Agreementwarranty or covenant by Seller hereunder); and (ivf) all Liabilities related to the liabilities litigation matters set forth on Section 3.1.6 of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedSeller Disclosure Schedules.

Assumed Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing and effective as of the time set forth in this AgreementSection 6.02 and without further action, Purchaser shall absolutely and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to irrevocably assume and agree to pay, perform, satisfy and discharge and perform in accordance with their termswhen due, only the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or the BusinessSeller (such liabilities collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilitiesliabilities and payment obligations of Seller arising before, commitments and obligations arising under any of on or after the Assumed Contracts Closing Date that constitute trade account payables relating to the Business to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, reflected in the Closing Balance Sheet (the “Accounts Payable”) and all accrued expenses of Seller relating to the Business to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to reflected in the ClosingClosing Balance Sheet (the “Accrued Expenses”); (ii) any liability all liabilities and obligations of Seller, arising before, on or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date that constitute non-current liabilities, including loans outstanding against the key man life insurance policies (none of whichthe “Non-Current Liabilities”), for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the extent reflected in the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Balance Sheet; (iii) all liabilities, obligations and losses arising on or after the obligations of Closing Date under the Buyer with respect Assigned Contracts including, without limitation, those contracts subject to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; andloss contract reserve recorded on the Closing Balance Sheet (the “Loss Contract Reserve”); (iv) the liabilities (A) any Taxes in respect of the Business included in Net Working Capital (including those assessed against the Real Property) for any period or Other Assets and Liabilities (in each caseportion thereof following the Closing, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.and

Assumed Liabilities. On the terms It is expressly understood and subject to the conditions set forth agreed that Purchaser shall assume, and shall be responsible for, those liabilities and obligations as are described in this AgreementSection 3. 1. Purchaser shall assume on the Closing Date, and subject to the exclusion of the Excluded Liabilitiesthereafter in due course shall pay and fully satisfy, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, Restaurants and set forth below in subparagraphs (i) and (ii) of this Section 3.1 (such liabilities and obligations being referred to herein as the same shall exist as of the Closing (the “"Assumed Liabilities”"): (i) all liabilities, commitments All liabilities and obligations arising under any of the Assumed Contracts or accruing, or pertaining to the extent such liabilitiesperiod, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior A) relating to the Closing Date Restaurants or the Sellers’ operation at any time Assets, or their ownership or operation, and (B) under all contracts, leases and other agreements pertaining to the Restaurants in the normal course (i) as identified on Schedule 3.1, (ii) 5 7 copies of any business other than the Business)which have been provided to Purchaser, taking into account the allocation described in Section 2.08(a); or (iii) (and where monetary obligations are included) for amounts consistent with market pricing (the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement"Assumed Contracts"); and (ivii) the Without limiting anything in subparagraph (i) above, all liabilities of the Business included in Net Working Capital and obligations arising or Other Assets and Liabilities (in each caseaccruing, other than any Retained Liabilities) on the Final Amounts Schedule, but only or pertaining to the extent period, on or after the Closing Date for death, personal injury (including workers' compensation), property damage or other injury, damage or loss to, by or of any person or entity, any property or any right, relating to the amounts so includedRestaurants or the Assets, or their operation, including, without limitation, any tort, breach of contract or violation of any statute, regulation or other law or requirement of any governmental agency. Seller will use reasonable efforts to identify the Assumed Contracts, provide copies thereof to Purchaser, and list the Assumed Contracts it has knowledge of on Schedule 3.1.

Assumed Liabilities. On the terms and subject Notwithstanding any provisions of this Agreement to the conditions set forth in this Agreementcontrary, except for the Assumed Liabilities, Buyer shall not assume or otherwise be liable for any liabilities, obligations or commitments of Seller, including the Pre-Closing Environmental Liabilities, any and subject all liabilities for Taxes for any period (or portion thereof) ending prior to the exclusion of Closing Date, or any and all liabilities arising from or related to Seller’s Employee Plans (the “Excluded Liabilities”). Buyer shall assume, the Buyer hereby agrees, effective at the time of the Closing be liable and responsible for and accept assignment from Seller and after the Closing, to assume and agree to thereafter pay, perform or discharge and perform in accordance with their terms, only all of the following liabilities, obligations and commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) any and all liabilities, commitments and obligations liabilities arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of whichunder the Assumed Contracts, for the avoidance of doubt, shall include excluding any Taxes liabilities arising from the Sellers’ operation of the Business or relating to any breach or violation of, or default under, such Assumed Contracts by Seller; (b) any and all liabilities arising on or prior to after the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees or arising under or otherwise set forth in the Employee Matters AgreementAcquired Assets, including the Post-Closing Environmental Liabilities; and (ivc) any and all liabilities with respect to WARN contemplated to be assumed by Buyer pursuant to Section 6.7(b) arising in connection with the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedtransactions contemplated hereby.

Assumed Liabilities. On the terms and subject Except as otherwise provided for herein, Purchaser, in addition to the conditions set forth in this Agreementconsideration to be paid pursuant to Section 2 hereof, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective shall assume at the time of the Closing and from and after the Closing, to assume and agree to thereafter pay, perform, or discharge and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of Seller (collectively, the Sellers "Assumed Liabilities"): (a) Subject to Section 3.1(c), all liabilities and obligations with respect to, arising from out of, or relating related to, the ownership, possession or use of the Purchased Assets, but in each case only to the Transferred Assets extent arising after the Closing Date; (b) all obligations of Seller under the Customer Orders, Unfilled Purchase Orders, Contracts, Personal Property Leases and Real Property Leases acquired pursuant to Section 1.1 (collectively, the "Purchased Contracts and Leases") which by the terms thereof are to be observed, paid, discharged or the Businessperformed, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilitiescase may be, commitments and obligations arising under in each case only at any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning time after the Closing Date (none including obligations for goods in transit which have been ordered but not received by Seller prior to the Closing), but excluding obligations and liabilities arising out of whichany breach or default by Seller under any such Customer Order, for the avoidance of doubtContract, shall include any Taxes arising from the Sellers’ operation of the Business on Personal Property Lease or Real Property Lease prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described (including as set forth in Section 2.08(a3.2(d) below); (iiic) all obligations of the Seller arising under the QuadCare Contracts, whether arising before or after the Closing Date, with the exception of liabilities under any QuadCare Contracts relating to the Mirae Inventory; and (d) the obligations of the Buyer with respect Seller to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Scheduleemployees, but only to the extent that Purchaser has expressly agreed to pay, perform or discharge such obligations pursuant to Section 6.1 of the amounts so includedthis Agreement.

Assumed Liabilities. On In connection with the terms purchase and subject sale of the Purchased Assets pursuant to the conditions set forth in this Agreement, and subject to at the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating Seller related to the Transferred Assets Business whether direct or the Businessindirect, as the same shall exist as of the Closing known or unknown, absolute or contingent, matured or unmatured (the “Assumed Liabilities”): (ia) except as otherwise set forth in Section 2.3, all liabilities, commitments and obligations liabilities arising under any solely out of or relating solely to ownership or use of the Assumed Contracts Purchased Assets after the Closing Date; (b) any trade accounts payable, accrued expenses, or any other liabilities attributable solely to the Business, in each case solely to the extent such liabilitiesas set forth on Schedule 2.3(b) of the Disclosure Schedules and, commitments and obligations are required to the extent not set forth on Schedule 2.3(b) of the Disclosure Schedules, solely as set forth on the Closing Balance Sheet; (c) all liabilities of the Seller under the Business Contracts assigned to Buyer to be performed on or after, or relate to any period beginning on or afterin respect of periods following, the Closing Date, including all liabilities relating to warranty and service obligations under such Business Contracts; provided, that if such a Business Contract requires third-party consent to be assigned to the extent that they do not relate to any failure to perform or other breachBuyer, default or violation by a Seller under any such Assumed Contract prior then (subject to the Closingprovisions of Section 2.5(a)) the Buyer shall assume the liabilities under such Business Contract only when the required consent has been obtained; (iid) any liability or obligation with respect to all Taxes imposed on or payable with respect to the Transferred Purchased Assets or the operation of and the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of which the Buyer with respect is liable pursuant to Business Employees arising under or otherwise set forth in the Employee Matters AgreementSection 6.1; and (ive) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedall Unearned Revenue.

Assumed Liabilities. On In addition to the Liabilities of the Acquired Subsidiaries (which shall remain Liabilities of such entities upon the Closing, but which shall not constitute Assumed Liabilities for purposes of this Agreement), upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, discharge perform and perform discharge, when due (in accordance with their termsits respective terms and subject to the respective conditions thereof), only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Liabilities (without duplication) (collectively the “Assumed Liabilities”):) and no others: (a) any and all Liabilities of each Seller arising under the Buyer Assumed Agreements and the Assumed Purchase Orders; (b) (i) all liabilitiesthe obligation to pay the amounts owed (and no other Liabilities) for goods or services received by each Seller in the Ordinary Course of Business in respect of any trade and vendor accounts payable due as of, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to Petition Date, including the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise amounts set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts ScheduleSchedule 1.3(b), but only to the extent incurred in connection with the Acquired Business, and excluding any amounts owed to professionals retained by an order of the amounts so includedBankruptcy Court under Section 327, 328, 1102 or 1103 of the Bankruptcy Code (such payables, the “Accounts Payable”) and (ii) any accounts payable from any Seller to any Acquired Subsidiary outstanding as of the Closing Date; (c) all Accrued Liabilities; (d) any and all Liabilities arising under any Assumed Plan, if any (to the extent transferable in accordance with the existing terms and conditions of the applicable Assumed Plan); (e) other than as set forth on Schedule 1.4(f), any Liability directly related to the Acquired Business arising under Environmental Laws attributable to or incurred as a result of any acts, omissions, or conditions first occurring after the Closing, including any Liability with respect to the release, handling, discharge, treatment, storage, generation, disposal, or presence of Regulated Substances at any location and compliance with any Environmental Laws, in each case first occurring after the Closing, relating to the foregoing; (f) all Liabilities arising out of the conduct of the Acquired Business, ownership of the Purchased Assets, or associated with the Transferred Employees on or after the Closing Date; (g) all Taxes arising out of the conduct of the Acquired Business, ownership of the Purchased Assets or associated with the Transferred Employees, in each case, attributable to periods (or portions thereof) beginning after the Closing Date; and (h) all Liabilities under the WARN Act arising as a result of a failure of Buyer to comply with Section 5.11.

Assumed Liabilities. On the terms and subject to the ------------------- conditions set forth in this Agreement, and subject to the exclusion transferee of the Excluded LiabilitiesDomestic Purchased Assets, upon the Buyer hereby agreestransfer of such assets to such transferee, effective at shall assume from the time of the Closing Company and from and after the Closing, to assume and agree to thereafter pay, perform, or discharge and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of the Sellers Company (the "Assumed Liabilities"): ------------------- (a) all liabilities and obligations with respect to, arising from out of, or relating related to, the ownership, possession or use of the Domestic Purchased Assets, but in each case only to the Transferred Assets extent arising out of or resulting from the BusinessConduct of the Business after the Closing Date; provided, as however, that liabilities in respect of property Taxes for the same current tax year shall exist be prorated as of the Closing (the “Assumed Liabilities”):Date; and (ib) all liabilities, commitments and obligations arising of the Company under any of the Assumed Contracts and Assumed Leases which by the terms thereof are to be observed, paid, discharged or performed, as the case may be, at any time after the Closing Date (including obligations for goods in transit which have been ordered but not received by the Company prior to the extent such liabilitiesClosing), commitments but excluding obligations and obligations are required to be performed on liabilities arising out of any breach or after, or relate to any period beginning on or after, default by the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller Company under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or Assumed Lease prior to the Closing Date or the Sellers’ operation at and excluding any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise cure amounts as set forth in the Employee Matters Agreement; and (ivSection 1.2.4(d) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedbelow.

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing Closing, Buyer shall assume and become responsible for, and from and after the Closing, to assume and agree to Buyer shall pay, discharge and or perform when due, as appropriate, all Liabilities of Seller in accordance with their terms, only the following liabilities, commitments and obligations respect of the Sellers arising from or relating to the Transferred Purchased Assets or the Business(collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”):), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Closing, or where or against whom such Liabilities are asserted or determined or whether determined prior to or after the date of this Agreement, but in each case, excluding the Excluded Liabilities (as defined in Section 2.04). Assumed Liabilities shall include the following: hereunder; (ia) all liabilities, commitments sales and obligations arising under any transfer Taxes applicable to the sale of the Assumed Contracts Purchased Assets (b) all Liabilities for Taxes applicable to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate Purchased Assets with respect to any period (or portion thereof) beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to after the Closing; (iic) all Liabilities arising under any liability or obligation with respect Contract assigned to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date Buyer under Section 2.01(b) (none of whichcollectively, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a“Assumed Contracts”); (iiid) the obligations all Liabilities arising out of Buyer’s ownership and use of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementPurchased Assets; and (ive) the liabilities all Liabilities relating to or arising out of ▇▇▇▇▇’s future development, construction, ownership, operation and maintenance of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedPurchased Assets.

Assumed Liabilities. On Upon the terms and subject to the ------------------- conditions set forth in this Agreementcontained herein, and subject to at the exclusion Closing Date, Buyer shall assume all of the Excluded Liabilitiesfollowing obligations of Seller (other than obligations which are then payable or as to which Seller is then in default on the Closing Date) (collectively, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “"Assumed Liabilities”): "): (i) all liabilities, commitments and the obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure Seller to perform or other breachthe Orders, default or violation by a Seller under any such Assumed Contract prior to the Closing; and (ii) the obligations of Seller under orders submitted by Seller to third parties in order to fulfill Seller's obligations under the Orders (the "Vendor Orders"). Except as otherwise expressly provided in this Section 1.3(a), Buyer shall acquire the Assets free and clear of all liens, claims, charges, encumbrances, liabilities, obligations and debts, known or unknown, absolute, contingent, accrued or otherwise, including, but not limited to: (A) any liability liability, responsibility or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or employment prior to the Closing Date or the Sellers’ operation at any time termination of any business other than the Business), taking into account the allocation described in Section 2.08(a)employment by Seller of its employees; (iiiB) the obligations except as provided in Section 1.9 below, liabilities for taxes of the Buyer any kind, whether federal, state, local or foreign, including, but not limited to, interest, additions to tax or penalties applicable thereto with respect to Business Employees the operation of Seller's business or the transactions contemplated hereby; (C) any liability for claims with respect to accidents or occurrences with respect to the operation of Seller's business or any product liability claims or injuries, property damage or other losses arising under with respect to products sold or otherwise set forth services provided by Seller with respect thereto; (D) any liabilities for any chargebacks or returns by any customer of Seller for products sold by Seller; (E) any liability for any default in the Employee Matters Agreementperformance of or breach of any contract, agreement or commitment of Seller prior to the Closing Date; and (ivF) the liabilities any and all liability arising out of the Business included or in Net Working Capital or Other Assets and Liabilities (in each case, other than connection with any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedlitigation.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agreesshall, effective at the time as of the Closing Date, be assigned the applicable Sellers’ interests under the Designated Contracts (as defined in Section 8.1(c), below) to be assigned by Sellers under this Agreement and shall assume all liabilities and obligations (i) of Sellers accruing under the Designated Contracts on and after the Closing Date or, if assigned subsequently in accordance with the provisions of Section 8.1(c), below, from the effective date of such later assignment by the applicable Sellers, (ii) all obligations arising in connection with the use and operation of the Property from and after the Closing Date; (iii) all liability with respect only to accrued vacation benefits of those employees of Sellers employed by Buyer following the Closing, to assume (iv) the Inventory Advances, and agree to pay, discharge (v) any such additional liabilities and perform in accordance with their terms, only obligations as may be set forth or described on Schedule 2.2 hereto. Other than the following liabilities, commitments liabilities and obligations of Sellers expressly assumed by Buyer hereunder, Buyer is not assuming and shall not be liable for any liabilities or obligations of Sellers including any such liabilities or obligations arising out of or related to (w) any breach by any Seller of any Contract, (x) the Sellers arising from ownership, operation or relating to control of the Transferred Assets Property or the Business, as the same shall exist as of Business prior to the Closing (other than the “Assumed Liabilities”): obligations undertaken by Buyer pursuant to Section 2.4 of this Agreement and such other obligations as may be expressly assumed pursuant to this Agreement) or (iy) all liabilitiesother than as expressly assumed pursuant to clause (iii) of this Section 2.2, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation or Claim of any employee including with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets pension and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedseverance obligation.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion Effective as of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Buyer shall assume, and/or shall become responsible for, as applicable, and agree agrees to pay, discharge and perform in accordance with their termsor perform, only as appropriate, when due the following liabilitiesLiabilities (such Liabilities collectively, commitments and obligations the "Assumed Liabilities"): any Liability arising out of the Sellers arising from or relating to the Transferred Purchased Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior Liability is for, relates to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning and arises during time periods after the Closing Date (none including any such Liability arising out of whichor relating to any Third-Party Claim), for including, without limitation, all amounts payable pursuant to any grower contracts included as Transferred Contracts; except as expressly provided in the avoidance Distribution Agreement or the Production Agreement, any Liability arising out of doubtor relating to the sale of Products by or on behalf of Buyer or its Affiliates (including, shall include without limitation, sales of Products by or through Buyer's or its Affiliates' distributors, resellers or agents (other than (A) Seller and (B) distributors, resellers or agents acting on behalf of Seller)) to the extent that any Taxes arising from the Sellers’ operation of the Business on or prior such Liability is for, relates to and arises during time periods after the Closing Date (including any and all storage and warehouse costs associated with Products incurred and related to time periods after the Closing Date); and any Tax Liability assessed against or with respect to (A) the Sellers’ operation Purchased Assets at any time after the Closing Date, or (B) except as expressly provided in the Distribution Agreement, the Production Agreement, the sale of any business Products by or on behalf of Buyer or its Affiliate (including, without limitation, sales of Products by or through Buyer's or its Affiliates' distributors, resellers or agents (other than (I) Seller and (II) distributors, resellers or agents acting on behalf of Seller)) at any time after the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedClosing Date.

Assumed Liabilities. On In further consideration for the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion sale of the Excluded LiabilitiesDivision Assets and the LGSN Assets, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer will assume and agree to pay, perform and discharge and perform in accordance with their termswhen due, only the following liabilities, commitments all liabilities and obligations of the Sellers relating to or arising from or relating to the Transferred Assets or the Business, as the same shall exist as following: (a) Performance of the Closing (the “Assumed Liabilities”): (i) all liabilitiesthe Contracts listed on Schedule 5.12, commitments and obligations arising under any (ii) the Contracts that have been entered into in the ordinary course of the Assumed Contracts to the extent such liabilities, commitments and obligations Business that are not required to be performed listed on Schedule 5.12 by the express terms of Section 5.12 or after, or relate to any period beginning on or after, other Contracts inadvertently omitted from Schedule 5.12 entered into in the Closing and ordinary course of the business to the extent that they do the performance of such contract is reflected in the financial performance of the Business as of the date hereof, (iii) the Contracts that are entered into in the ordinary course of the Business after the date hereof in accordance with this Agreement and (iv) franchises, licenses, permits, authorizations, ordinances and similar agreements listed on Schedule 1.1(a) or held in the ordinary course of the Business to the extent included among the Assets (except that Buyer shall not relate to assume any failure to perform liabilities or other obligations for any breach, default or violation by a Seller by, or payment obligations of, Citizens or LGSN under any such Assumed Contract prior to the Closing; (ii) any liability Contract, franchise, license, permit, ordinance or obligation with respect to Taxes imposed with respect to the Transferred Assets similar agreement occurring or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business or accruing on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aDate); (iiib) Customer advances, customer deposits and construction advances, unperformed customer service obligations, Easement relocation obligations, and continuation of construction work in progress and other capital expenditure projects, in each case relating to the Business, arising in the ordinary course of business consistent with past practices and outstanding on or arising after the Closing Date (except that Buyer shall not assume any liabilities or obligations of the Buyer for any breach or default by Citizens or LGSN with respect to Business Employees arising under any such matters); (c) Items addressed in Section 3.1(a) or otherwise set forth (b) to the extent resulting in a decrease in the Employee Matters AgreementPurchase Price; and (ivd) All accounts payable of Sellers relating to the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each caseBusiness, other than payable to a Seller or any Retained of its Affiliates, and outstanding as of the Closing Date. The liabilities, responsibilities and obligations to be assumed by Buyer pursuant to this Section 2.3 are hereinafter collectively referred to as the "Assumed Liabilities) on the Final Amounts Schedule, but only ." Notwithstanding anything in this Section 2.3 to the extent of the amounts so includedcontrary, "Assumed Liabilities" shall not include any liabilities, responsibilities or obligations expressly stated to be Retained Liabilities pursuant to Section 2.4.

Assumed Liabilities. On Subject to entry of the Sale Order, upon the terms and subject to the conditions set forth in of this Agreement, and subject to on the exclusion of the Excluded LiabilitiesClosing Date, the Buyer hereby agreesshall, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform when due, the Liabilities of Seller (and only those Liabilities of Seller) which are enumerated in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing this Section 2.3 (the “Assumed Liabilities”):). For the avoidance of doubt, Buyer shall assume the Assumed Liabilities and no others. The following Liabilities of Seller (and only the following Liabilities) shall constitute, without duplication, the Assumed Liabilities: (ia) all liabilitiesLiabilities under the Assumed Contracts, commitments including Cure Costs; (b) all Liabilities relating to the removal, transportation and obligations disposal of all Spent Material; (c) all Liabilities arising under any out of the Assumed Contracts to ownership of the extent such liabilities, commitments Acquired Assets from and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to after the Closing; (d) all Liabilities of Seller to the extent arising out of or relating to the Transferred Permits, including (i) compliance with performance obligations or standards under the Transferred Permits and associated Legal Requirements; and (ii) obligations to replace and/or increase bonds or other financial assurance instruments associated with the Transferred Permits; (e) [Intentionally Deleted] (f) all Liabilities for any liability or obligation with respect to Taxes imposed with respect to the Transferred Acquired Assets or the operation of the Business for any period (or portion thereof) beginning on or after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Businessdetermined in accordance with Section 7.7(a), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, perform and discharge when due any and perform in accordance with their terms, only the following liabilities, commitments and obligations all Liabilities of the Sellers arising from out of or relating to the Transferred Assets Business or the BusinessPurchased Assets on or after the Closing, as but specifically excluding the same shall exist as of the Closing Excluded Liabilities (collectively, the “Assumed Liabilities”):), including the following: (a) all Closing Player Liabilities; (b) [intentionally omitted]; (c) all Liabilities arising under or relating to the Assigned Contracts that (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, after the Closing and to the extent that they (ii) do not relate to any failure to perform perform, improper performance, or other breach, default or violation by a Seller under any such Assumed Contract Sellers prior to the Closing; (iid) any liability or obligation with respect to all Liabilities for (i) Taxes imposed with respect relating to the Transferred Business, the Purchased Assets or the operation of the Business Assumed Liabilities for any taxable period (or any portion thereof) beginning after the Closing Date and (none ii) Taxes for which Buyer is liable pursuant to Section 6.12; (e) all other Liabilities arising out of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ or relating to Buyer’s ownership or operation of the Business and the Purchased Assets on or prior to after the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementClosing; and (ivf) the liabilities those Liabilities of Sellers, if any, specifically set forth on Section 2.03(f) of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedDisclosure Schedules.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, perform, and discharge and perform in accordance with their terms, only the following liabilitiesLiabilities of Seller (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):), and no other Liabilities: (ia) except as provided in Section 2.4, all liabilitiesLiabilities in respect of the Assigned Contracts; (b) except for any Benefit Plans or other liabilities specifically retained by Seller under Section 2.4, commitments all liabilities and obligations relating to employee benefits, compensation, or other arrangements with respect to any Transferred Business Employee arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to after the Closing; (c) all liabilities and obligations for (i) Taxes relating to the Business, the Purchased Assets, or the Assumed Liabilities for any taxable period commencing and ending on or after the Closing Date, (ii) any liability or obligation with respect to Taxes imposed with respect relating to the Transferred Assets Business, the Purchased Assets, or the Assumed Liabilities that are allocable to the post-Closing period (inclusive of the Closing Date) and (iii) Taxes for which Buyer is liable pursuant to Section 6.14; (d) all liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business for any period beginning and the Purchased Assets on or after the Closing; and (e) all extended warranty obligations of Seller as in effect immediately prior to the Closing Date (none of whichwith respect to products manufactured, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or sold and shipped by Seller prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only pursuant to the extent terms of the amounts so includedsuch warranties issued by Seller.

Assumed Liabilities. On As partial consideration for the terms Purchased Assets, Purchaser hereby assumes and subject agrees to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, the following (and only the following liabilities, commitments and obligations following) liabilities of the Sellers arising from or relating Seller applicable to the Transferred Assets or the Business, as the same shall exist as of the Closing Business (the “Assumed Liabilities”): (i) all liabilities, commitments a. All of the liabilities and obligations arising of Seller that accrue after the date hereof under any of the Assumed Contracts (and Purchaser agrees to perform such obligations within the time frames stated in the Assumed Contracts); b. All of the liabilities and obligations of Seller that accrue after the date hereof under customer, vendor and other agreements or contracts applicable to the Business and which are identified on Schedule 1.2(d) that are not assigned or transferred to Purchaser, but with respect to which, pursuant to Section 6.3 or otherwise, Purchaser performs and/or otherwise obtains the benefit thereof during the period after the date hereof (collectively, the “Non-Assigned Contracts”) (and Purchaser agrees to perform such obligations within the time frames stated in the Non-Assigned Contracts. c. The accounts payable incurred from and after the date hereof, and all other liabilities of the Business, arising from and after the date hereof; and d. Liabilities of Seller under any permits which were issued to Seller in the ordinary course of business prior to the date hereof and which are assigned or transferred to Purchaser pursuant to the provisions hereof, to the extent such liabilities, commitments and obligations are required to be performed on or after, or liabilities relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to after the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includeddate hereof.

Assumed Liabilities. On the terms and subject Closing Date, Buyer shall deliver to the conditions set forth in this Agreement, and subject Companies the Assumption Agreement (attached hereto as Exhibit E) pursuant to the exclusion of the Excluded Liabilities, the which Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments obligations and obligations liabilities of each of the Sellers arising from or relating to Companies: (a) All of the Transferred Assets or accounts payable and accrued expenses of each of the Business, Companies incurred in the ordinary course of business and as reflected on each of the same shall exist Companies' balance sheets as of the Closing Date; (b) All obligations of each of the “Assumed Liabilities”):Companies to be paid or performed on or after the Closing Date under the Purchased Contracts; except: (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilitiesliabilities and obligations, commitments and obligations are required to be performed on but for a breach or after, or relate to default by any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of whichCompanies, for the avoidance of doubtwould have been paid, shall include any Taxes arising from the Sellers’ operation of the Business performed or otherwise discharged on or prior to the Closing Date or to the Sellers’ operation at any time extent such liabilities and obligations arise out of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under such breach or otherwise set forth in the Employee Matters Agreementdefault; and (ivii) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent such liabilities and obligations were not taken into account as a deduction in connection with the adjustment of the amounts so includedPurchase Price pursuant to Section 2.3; (c) all obligations of the Companies under the Employee Benefit Plans; and (d) all obligations of the Companies under the Union Contract. All of the foregoing liabilities and obligations to be assumed by Buyer hereunder (excluding any Excluded Liabilities) are referred to herein as the "ASSUMED LIABILITIES."

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion As partial consideration for consummation of the Excluded Liabilitiestransactions contemplated hereby, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to paythereafter perform when due and discharge, discharge and perform in accordance with their terms, only the following liabilitiesdebts, commitments obligations and obligations liabilities of the Sellers arising from or Seller relating to the Transferred Purchased Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):) and no other liabilities or obligations of Seller: (ia) all those liabilities, commitments obligations, costs and obligations arising under any expenses which arise out of the Assumed Contracts performance of purchased contracts, leases and permits on or after the Closing Date to the extent that such contracts, leases and permits are assigned to Buyer hereunder in compliance with any required consents of other parties or consents or approvals of governmental authorities, except (A) in each case, to the extent such liabilitiesliabilities and obligations, commitments and obligations are required to be but for a breach or default by Seller would have been paid, performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business otherwise discharged on or prior to the Closing Date or to the Sellers’ operation at any time extent the same arise out of any business other than such breach or default and (B) in each case, to the Business), taking extent such liabilities and obligations would be required to be reflected on a balance sheet as of Closing Date with respect to the Purchased Assets prepared in accordance with GAAP and were not so reflected in the Closing Date Pro Forma Balance Sheet and not taken into account as a deduction in determining the allocation described Change in Section 2.08(aAdjusted Working Capital in connection with the determination of the Purchase Price; (b) the accounts payable and all other liabilities of Seller included as dollar amounts in the Closing Date Pro Forma Balance Sheet (including any outstanding checks included in the dollar amount of accounts payable reflected in the Closing Date Pro Forma Balance Sheet); (iiic) the all liabilities or obligations of the explicitly undertaken or assumed by Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only pursuant to the extent other provisions of the amounts so included.this Agreement;

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after At the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist effective as of the close of business on the Closing Date, Buyer shall assume and thereafter pay, perform and discharge when due and payable the following Liabilities (collectively, the “Assumed Liabilities”): (ia) all liabilities, commitments and obligations arising under Liabilities of any Asset Seller or any of its Affiliates under the Assumed Contracts Contracts, in each case to the extent such liabilities, commitments and obligations are required Post-Closing Attributable or arising or relating to be performed on or after, or relate to any period beginning on or after, performance after the Closing and Date; (b) all Liabilities of ACI under the Transferred Leases, in each case to the extent that they do not relate arising or relating to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to performance after the ClosingClosing Date; (iic) all Liabilities of any liability or obligation with Asset Seller in respect to Taxes imposed with respect of accounts payable of the Business, in each case to the Transferred Assets or the operation of the Business for any period beginning after the extent Post-Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Attributable; (iiid) the obligations all Liabilities of any Asset Seller in respect of deferred revenues of the Business, in each case to the extent Post-Closing Attributable; (e) all Liabilities in respect of Transferred Vacation and accrued but unpaid bonuses for the Business Employees, in each case as of the close of Business on the Closing Date; (f) to the extent not included in Section 2.03(e), all Liabilities for which Buyer with respect is responsible pursuant to Business Employees arising under or otherwise set forth in the Employee Matters AgreementArticle 9; and (ivg) the liabilities all Liabilities for which Buyer is responsible pursuant to Article 8; provided that Buyer shall in no event assume any Liabilities of the Business included any Seller arising from or in Net Working Capital connection with any transactions between or Other Assets among Sellers and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedtheir Affiliates.

Assumed Liabilities. On At the terms Closing, Purchaser will not assume or agree to undertake to pay, satisfy, discharge or perform, and subject will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the conditions consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation, indebtedness or Taxes (except as expressly set forth in this Agreement, and subject Section 4.5(b) hereto) of Seller or of any other Person or in any way relating to the exclusion Business (whether primary or secondary, direct or indirect, known or unknown, absolute or contingent, matured or unmatured, or otherwise), other than the following obligations and liabilities of Seller: (a) the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing obligations and liabilities from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating Closing Date pursuant to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any terms of the Assumed Contracts Contracts, to the extent extent, and only to the extent, that such liabilities, commitments Assumed Contracts are actually assigned to Purchaser and such obligations are required to be performed on or after, or and liabilities relate to any the period beginning on or after, from and after the Closing and to the extent that they do (b) current liabilities, which would not relate to any failure to perform or other breachotherwise be Assumed Liabilities, default or violation of Seller, which may be paid off by a Seller under any such Assumed Contract prior to Purchaser at the Closing; (ii) ; provided, that any liability or obligation amounts paid by Purchaser in connection with respect to Taxes imposed with respect to the Transferred Assets or the operation payment of the Business for any period beginning after such current liabilities shall cause a corresponding reduction in the Closing Date Cash Payment (none of whichclauses (a) and (b) together, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business"Assumed Liabilities"), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On In accordance with the terms and subject to the conditions set forth in provisions of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Mesa will assume and agree to pay, perform and discharge and perform in accordance with their terms, only when due the following liabilitiesLiabilities of BGI (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments and obligations Liabilities arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, after the Closing and related to the extent that they do not relate employment of the Hired Employees after the Closing; (b) all accrued vacation and/or sick time benefits for the Hired Employees as of the Closing; (c) all Liabilities of BGI under the Included Contracts; (d) all Liabilities arising out of or relating to product warranty of any failure to perform tangible or other breach, default intangible products or violation services sold by a Seller under any such Assumed Contract BGI prior to the Closing; (iie) those Liabilities described in Section 2.3(e) of the Disclosure Schedule; (f) all Liabilities of any liability nature whatsoever arising out of or obligation in connection with respect to Taxes imposed with respect to the Transferred ownership or use of the Purchased Assets or after the operation Closing; (g) all trade payables of the Business for any period beginning arising in the ordinary course of business arising from contracts entered into by Mesa after the Closing; (h) all Liabilities of BGI to be paid or performed from and after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on under or prior relating to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementPurchased Assets; and (ivi) the all other liabilities of BGI related to periods prior to Closing of any nature whatsoever but not specifically identified in this Section 2.3 or elsewhere in this Agreement; provided, however, Mesa’s obligation to assume such other Liabilities shall not exceed a total cost of One Hundred Thousand Dollars ($100,000), in the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedaggregate.

Assumed Liabilities. On the terms and subject to the terms and conditions of this Agreement, ▇▇▇▇▇▇ shall assume and agree to pay, perform and discharge all Liabilities, other than Excluded Liabilities (collectively, the “Assumed Liabilities”), consisting of: (a) all Reclamation obligations relating to the Acquired Properties, whether arising before or after the Closing Time; (b) all Liabilities in respect of the streams and royalties set forth in Schedule “G” due or accruing due or arising after the Adjustment Date in all cases; (c) all Liabilities relating to the Purchased Assets (including Assumed Contracts) due or accruing due or arising after the Adjustment Date in all cases; (d) all Employee Obligations relating to the Transferred Employees due or accruing due or arising on or after the Adjustment Date and all ▇▇▇▇▇▇ Severance Obligations in all cases; (e) all Closing Date Liabilities; (f) any Liabilities of ▇▇▇▇▇▇ arising or incurred in connection with the negotiation, preparation, investigation and performance of the Transaction Documents, including fees and expenses of counsel, accountants, consultants, advisers and others; and (g) all other Liabilities relating to the Purchased Assets or Transferred Employees that are not Excluded Liabilities. For greater certainty, any Liability for: (a) corporate income Taxes of ▇▇▇▇▇▇ (or any affiliate of ▇▇▇▇▇▇); or (b) Taxes that arise out of the Closing that are the responsibility of ▇▇▇▇▇▇ under applicable Law, except as otherwise set forth in this Agreement, and subject to shall be the exclusion sole responsibility of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included▇▇▇▇▇▇.

Assumed Liabilities. On At the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agreesshall assume and, effective at the time of the Closing and from and after the Closingthereafter, to assume and agree to shall pay, discharge discharge, perform and perform in accordance with their termsotherwise satisfy when due, only the following liabilities, commitments liabilities and obligations of the Sellers arising from any kind and nature, whether known or relating unknown, express or implied, primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to the Transferred Assets or the Businessbecome due (collectively, as the same shall exist as “Liabilities”), of the Closing Seller and the Seller Subsidiaries (collectively, the “Assumed Liabilities”): (ia) all liabilitiesTaxes assumed by the Buyer pursuant to ARTICLE VII; (b) all Liabilities of the Seller and the Seller Subsidiaries under the Transferred Contracts arising or to be performed after the Closing, commitments and obligations arising under but excluding any Liabilities relating to breaches or defaults of the Seller or any of the Assumed Seller Subsidiaries under such Transferred Contracts to the extent such liabilities, commitments and obligations are required to be performed on occurring at or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing;; and (iic) all Liabilities assumed by the Buyer pursuant to ARTICLE VI; provided, however, that the Assumed Liabilities shall not include any liability obligations or obligation with respect to Taxes imposed with respect liabilities to the Transferred Assets or the operation of the Business for any period beginning after extent (x) first arising before the Closing Date (none of whichother than performance obligations under the Transferred Contracts applicable to the period following the Closing), for the avoidance of doubt, shall include any Taxes (y) arising from the Sellers’ operation of the Business on or relating to any event, circumstance or condition occurring or existing prior to the Closing Date that, with notice or lapse of time or both, would constitute a default under, or result in a violation or breach by the Sellers’ operation at Seller or any time Seller Subsidiary of, any Transferred Contract or (z) arising from any violation of any business other than Law, breach of warranty, tort or infringement occurring before the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedClosing.

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time as of the Closing and from without further action, Purchaser shall absolutely and after the Closing, to irrevocably assume and agree to pay, perform, satisfy and discharge and perform in accordance with their termswhen due, only the following liabilities, commitments liabilities and obligations of Seller and Chromalloy, incurred in the Sellers arising from or course of Seller's Business and relating to Seller (such liabilities collectively, the Transferred Assets or the Business, as the same shall exist as of the Closing (the “"Assumed Liabilities”): (i) "): all liabilitiesliabilities and payment obligations of Seller or Chromalloy, commitments incurred in the course of Seller's business and obligations relating to Seller's Business arising under any of the Assumed Contracts to the extent such liabilitiesbefore, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date that constitute trade and other accounts payable to the extent reflected in the Closing Balance Sheet (none the "Accounts Payable"); all accrued expenses of whichSeller or Chromalloy relating to Seller's Business to the extent reflected in the Closing Balance Sheet (the "Accrued Expenses"); employee obligations for holiday, for sick pay and similar payroll practices; subject to the avoidance provisions of doubtSection 7.07, all liabilities, obligations and losses arising on or after the Closing Date under the Assigned Contracts provided, however, such liabilities, obligations and losses shall not include any Taxes injuries to persons or damage to property arising from the Sellers’ operation out of the Business products manufactured or services performed by Seller on or prior to the Closing Date or the Sellers’ operation at Closing; (A) any time of any business other than the Business), taking into account the allocation described Taxes in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital (including those assessed against the Real Property) for any period or Other Assets and Liabilities (in each caseportion thereof following the Closing Date, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.and

Assumed Liabilities. On the terms and subject to the conditions set forth in this AgreementPurchaser shall assume, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to thereafter pay, perform and discharge when due, and perform in accordance with their termsthe Sellers shall assign and shall not thereafter have any responsibility for, only (i) all the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating to out of the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilitiesliabilities or obligations arise in respect of the management of the CDO Issuers or servicing of the CDO Issuer Assets under the terms of the Assigned CDO Agreements after the Closing, commitments and (ii) all liabilities and obligations are required to be performed on or after, or relate to any period beginning on or after, of the Closing and collateral manager arising under the terms of the Assigned CDO Agreements to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior (and only to the Closing; (iiextent) any liability that such liabilities or obligation with obligations arise in respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning management of the CDO Issuers or servicing of the CDO Issuer Assets after the Closing Date (none of whichClosing; provided, that, for the avoidance of doubt, Assumed Liabilities shall not include (x) any Taxes arising from the Sellers’ operation liabilities, obligations or covenants of the Business Sellers under this Agreement (including Section 1.04 (Transactions to be Effected at the Closing) and Section 1.06 (Related CDO Assets)), and (y) any liabilities, obligations or covenants of Sellers in connection with the J▇▇▇▇▇▇ Proceedings, any W▇▇▇▇ Fargo Indemnity Letter or the matters disclosed in Schedules 3.01(c) and 3.01(d) whether arising before, on or prior to after the Closing Date or (collectively, the Sellers’ operation at any time of any business other than the Business“Assumed Liabilities”), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Subject to and upon the terms and subject to the conditions set forth in this Agreement, and subject to as partial consideration for the exclusion of the Excluded LiabilitiesPurchased Assets, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, Purchaser agrees to assume and agree to pay, discharge and discharge, perform or otherwise satisfy when due in accordance with their termsthe terms thereof, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the BusinessCompany referenced below in this Section 1.3 (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”):), and no other Liabilities of the Company of any kind. The Assumed Liabilities consist solely of: (ia) the Acquired Accounts Payable and all liabilities, commitments and obligations arising under any other Current Liabilities of the Assumed Contracts Company, as of the Closing Date, in each case solely to the extent such liabilities, commitments Assumed Accounts Payable and obligations other Current Liabilities are required to be performed on or after, or relate to any period beginning on or after, reflected in the Closing and Final Working Capital Statement; and (b) to the extent that they do not relate included in Section 1.3(a), all Liabilities of the Company arising under the Assumed Contracts and other Purchased Assets, in each case solely to the extent relating to circumstances or events first occurring or existing after the Closing (and specifically excluding any failure to perform or other breach, default or violation by a Seller under Liabilities for any breach of any such Assumed Contract by the Company that occurred prior to the Closing or any violation of Law by the Company that occurred prior to the Closing; ) (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for “Assumed Contracts Liabilities”). For the avoidance of doubt, shall include no right of any Taxes arising from the Sellers’ operation Purchaser Indemnified Party under this Agreement (including any right of any Purchaser Indemnified Party for indemnification or any other remedy for breach of any of the Business on representations, warranties, contracts or prior to agreements of the Closing Date Company or the Sellers’ operation at any time of any business other than Stockholders set forth herein) shall be affected by the Business), taking into account assumption by the allocation described in Section 2.08(a); (iii) the obligations Purchaser of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Assumed Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Purchaser shall only assume and agree hereby agrees to paydischarge, discharge satisfy and perform in accordance with their terms, only the following liabilitiesLiabilities of Seller and its Subsidiaries, commitments and obligations of the Sellers arising from in each case, whether accruing prior to, on or relating to the Transferred Assets or the Business, as the same shall exist as of after the Closing (the “Assumed Liabilities”): (ia) other than the Liabilities retained by Seller pursuant to Section 2.7(a) through Section 2.7(d) or as otherwise provided in this Section 2.6, any and all liabilities, commitments and obligations Liabilities relating to or arising under any out of the Assumed Contracts to ownership and operation of the extent such liabilitiesBusiness or the Purchased Assets prior to, commitments and obligations are required to be performed on at or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to after the Closing; (iib) any liability or obligation with respect and all Liabilities arising under the Business Contracts (other than the portion of Shared Contracts not required to be assigned, transferred and conveyed to Purchaser); (c) any and all Taxes imposed with respect to the Transferred Business, the Purchased Assets or the operation of the Business for any period beginning after the Closing Date (none of whichAssumed Liabilities, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Excluded Business Taxes; (iiid) the obligations of the Buyer any and all Liabilities with respect to the Transferred Business Employees Employees, other than any Liabilities explicitly retained by Seller pursuant to Section 2.7(b) and Section 5.6; (e) any and all Liabilities relating to or arising under or otherwise set forth in out of the Employee Matters AgreementTransferred Benefit Plans; and (ivf) the liabilities any and all Liabilities related to or arising out of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only Proceeding initiated by a third party to the extent related to or arising from the Business or any of the amounts so includedPurchased Assets. Notwithstanding anything to the contrary herein, the assumption of the Assumed Liabilities by Purchaser shall not enlarge any rights of third parties under any Contracts with any of the Seller Parties or the Purchaser, and nothing herein shall prevent the Purchaser Parties or Seller from contesting in good faith any such Liabilities with any third party.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilitiesherein, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to will assume and agree to pay, perform and discharge and perform in accordance with their terms, when due only the following liabilities, commitments certain liabilities and obligations of the Sellers arising from or relating Seller to the Transferred extent such liabilities and obligations relate to the Purchased Assets and arise on or the Business, as the same shall exist as of after the Closing (collectively, the “Assumed Liabilities”):), which liabilities and obligations will be limited to the following: (ia) all liabilities, commitments liabilities and obligations relating to or arising under any out of the Assumed Contracts to the extent such liabilitiesAssigned Contracts, commitments and obligations are required to be performed on arising at or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall which will not include any Taxes liabilities or obligations arising from the Sellers’ operation of the Business on any breach, default, failure to perform, improper performance or violation or any conduct with respect to such Assigned Contracts occurring prior to, or otherwise related to the period prior to, the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(aDate); (iiib) all liabilities and obligations for (i) Taxes relating to the obligations of Purchased Assets or the Assumed Liabilities for any taxable period (or portion thereof) beginning after the Closing, and (ii) Taxes for which the Buyer is liable pursuant to Section 5.6; (c) all ordinary course accounts payable to third parties associated with respect to Business Employees the Purchased Assets arising under on or otherwise set forth in after the Employee Matters AgreementClosing; and (ivd) all liabilities accruing, arising out of or relating to the liabilities ownership or use of the Business included in Net Working Capital or Other Purchased Assets from and Liabilities (in each case, other than any Retained Liabilities) on after the Final Amounts Schedule, but only to the extent of the amounts so includedClosing Date.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from From and after the ClosingEffective Time, Buyer agrees to assume and agree to pay, discharge timely pay and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or the Business(collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments the obligations of Seller under and obligations arising under any pursuant to the terms and conditions of the Assumed Contracts to the extent such liabilitiesPreneed Agreements, commitments and obligations are required to be performed on including any certificates or afterbenefits associated therewith, or relate to any period beginning on or afteras well as all Services in Progress, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closingas defined below; (iib) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iiii) the obligations of the Buyer Business under and pursuant to the terms and conditions of those contracts included in Schedule 5 to Exhibit A to this Agreement, (ii) any other contracts, leases, rental agreements, and commitments entered into exclusively in connection with respect the Business, and any commitments to Business Employees arising former owners and/or employees for funeral and /or cemetery merchandise and services, in each case under or otherwise set forth this clause (ii) that do not individually have a payment liability of more than $5,000 annually, provided that all such contracts and commitments under this clause (ii) do not have a payment liability of more than $50,000 per year in the Employee Matters Agreement; andaggregate (it being understood that any annual payment liability in excess of $5,000 per contract or commitment or in excess of $50,000 in the aggregate for all such contracts and commitments shall be a Retained Liability), and (iii) any other non-material, non-monetary accommodation offered to a former owner (all of the foregoing in clauses (a) and (b) collectively, “Assumed Contracts”); (ivc) upon the transfer of the Preneed Trust Funds and Endowment Care Funds, Buyer will assume and thereafter in due course pay, perform and discharge the liabilities and obligations of Seller arising from and after the Effective Time under the terms of or in connection with the Preneed Trust Funds and Endowment Care Funds; (d) all obligations and liabilities of the Business included or Seller identified with reasonable particularity in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.Inspection Report;

Assumed Liabilities. On As consideration for the terms and subject purchase of the Assets pursuant to the conditions set forth in this Agreement, the Purchaser does hereby assume, and subject to the exclusion of the Excluded Liabilities, the Buyer does hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, satisfy, discharge and perform perform, in accordance with their respective terms, only the following liabilities, commitments following: (i) those specific liabilities and obligations of the Sellers Seller arising from under the Purchased Commitments, provided however, the Purchaser shall not so assume any such obligations or relating liabilities under any Purchased Commitment to the Transferred Assets extent that (a) such obligations or liabilities arise out of a breach by the Business, as the same shall exist as Seller or its affiliates or predecessors of any such Purchased Commitment; (b) such obligations or liabilities arise out of facts or circumstances which constitute a breach of the Seller’s representations and warranties to the Purchaser hereunder; (c) such obligations or liabilities relate to periods prior to the date of assumption at the Closing; or (d) a true and complete copy of such Purchased Commitment was not provided to the Purchaser (assuming such Purchased Commitment was in the form of a document); (ii) all obligations under service contracts set forth on Schedule 3.1; (iii) warranty obligations with respect to Products manufactured, distributed or sold prior to the Closing but only to the extent that Bridgemedica, LLC or another supplier of the Products directly pays for or bears the costs associated with the fulfillment of such warranty obligations or reimburses the Purchaser in full for such costs within 60 days of Purchaser’s request for payment; and (iv) the Payables (as defined in Section 4.1(S)) (collectively, such obligations and liabilities assumed as aforesaid, the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms and subject to the conditions set forth in of this Agreement, and subject to at the exclusion Closing (or, in the case of the Excluded LiabilitiesGerman Business, the Buyer hereby agrees, effective at the time of the Closing and from and after the German Closing), to Purchaser or its affiliate designees shall assume and agree become obligated to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist become due, the following liabilities and obligations of Seller (except for the Excluded Liabilities) (collectively, the "Assumed Liabilities"), in each case to the extent related exclusively or primarily to the Business or the Purchased Assets as of existing at the Closing (or, in the “Assumed Liabilities”case of the German Business, existing at the German Closing): (i) all liabilities, commitments and obligations arising under any All accounts payable as of the Assumed Contracts to Closing Date (or, in the extent such liabilitiescase of the German Business, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, as of the German Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingDate); (ii) any liability or obligation with respect Subject to Taxes imposed with respect to Section 5.8, all obligations (including deferred revenue obligations) of Seller under the Transferred Assets or the operation of the Business Assumed Contracts other than obligations for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or breach thereof by Seller prior to the Closing Date or (or, in the Sellers’ operation at any time case of any business other than the German Business), taking into account prior to the allocation described in Section 2.08(aGerman Closing); (iii) All liabilities and obligations under the Permits transferred pursuant to Section 2.1(a)(xi); (iv) All accrued liabilities and obligations in respect of the Buyer vacation and paid time off (but excluding liabilities and obligations in respect of payroll, bonus and commission payments) with respect to Business the individuals who are or become Transferred Employees arising under or otherwise set forth in (the Employee Matters Agreement"Assumed Accrued Liabilities"); and (ivv) All liabilities and obligations arising out of or relating to the liabilities repair, rework, replacement, or any claim for breach of warranty under the Assumed Contracts in respect of products or goods of the Business included in Net Working Capital or Other Assets and Liabilities (Business, excluding in each casecase any claims for return of, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent or refund of the amounts so included.purchase price of, products or goods

Assumed Liabilities. On At the terms Closing, the Buyer shall assume, and subject agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable, accrued expenses and active rebate liabilities that have been incurred in the ordinary course of the Company's business and are reflected on Schedule 2.1(c), (ii) the Company's liabilities and other obligations arising subsequent to the conditions Closing under (x) the Contracts listed on Schedule 4.10, and (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 4.10, in each case to the extent that the Company's rights thereunder are effectively transferred to Buyer at Closing, and (iii) the obligations listed on Schedule 2.1(c) hereto (collectively the "Assumed Liabilities"). Except as expressly set forth in this Agreement, and subject to the exclusion of the Excluded Liabilitiesparagraph 2.1(c), the Buyer hereby agreesshall not assume or be responsible at any time for any liability, effective at the time obligation, debt or commitment of the Closing Company, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Company incident to, arising out of or incurred with respect to, this Agreement and from the transactions contemplated hereby (including any and after all sales, income or other taxes arising out of the Closingtransactions contemplated hereby). Without limiting the generality of the foregoing, to assume the Company and the Shareholder expressly acknowledge and agree that the Company shall retain, and that Buyer shall not assume or otherwise be obligated to pay, discharge and perform in accordance with their termsperform, only the following liabilitiesdefend or discharge, commitments and obligations (a) any liability of the Sellers arising from Company and/or the Shareholder for Taxes, whether measured by income or otherwise, (b) any liability of the Company in connection with any Plan, Benefit Program or Agreement, including, without limitation, any liability of the Company under ERISA, (c) any liability of the Company under any federal, state or local law, rule, regulation, ordinance, program, Permit, or other legal requirement relating to health, safety, Hazardous Materials and environmental matters applicable to the Transferred Assets Company's business and/or the facilities used by the Company (whether or not owned by the BusinessCompany), as (d) any product liability pertaining to products sold or manufactured by the same shall exist as Company prior to the Closing Date, (e) any liability for customer rebates or adjustments with respect to any period prior to the Closing Date, (f) any liability or obligation of the Company relating to any default taking place before the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising Date under any of the Assumed Contracts Liabilities to the extent such liabilities, commitments and obligations are required to be performed on default created or afterincreased the liability or obligation, or relate to (g) any period beginning on or after, obligation of the Closing and Company to the extent that they do not relate Shareholder, any Affiliate of the Company or the Shareholder, or any Person claiming to have a right to acquire any failure to perform capital stock or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation securities of the Business for any period beginning after Company. The Company and the Closing Date (none of which, for Shareholder further agree to satisfy and discharge as the avoidance of doubt, same shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the become due all obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the and liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on Company not specifically assumed by the Final Amounts Schedule, but only to the extent of the amounts so includedBuyer hereunder.

Assumed Liabilities. On In connection with the terms purchase and subject sale of the Transferred Assets pursuant to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to the Buyers shall assume and agree to pay, discharge and discharge, perform in accordance with their terms, or otherwise satisfy only the following liabilities, commitments liabilities and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Business (the “Assumed Liabilities”): (ia) all liabilitiesliabilities accruing, commitments and obligations arising under any out of the Assumed Contracts or relating to the extent such liabilities, commitments and obligations are required to be performed on conduct or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning or the ownership or use of the Transferred Assets after the Closing Date Date, except as otherwise provided in Section 2.4(d); (none b) all liabilities in respect of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation products of the Business (including products sold by any licensee under the Contracts) resulting from occurrences more than 30 days after the Closing Date, including product liability and negligence claims; (c) all liabilities of the Sellers under the Contracts to be performed after, or in respect of periods following, the Closing Date, other than (i) any liabilities or obligations arising out of acts or omissions occurring on or prior to the Closing Date (whether or not any claim has been brought) and (ii) any liabilities under the Sellers’ operation at any time Contracts arising out of acts or omissions of L▇▇▇▇▇▇, to the extent such acts or omissions constitute a breach of any business other than the Business), taking into account the allocation described covenant or agreement contained in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under this Agreement or otherwise set forth in the Employee Matters any Ancillary Agreement; and (ivd) the all liabilities of the Business included Sellers under the W▇▇▇▇▇▇ ▇▇▇▇▇▇ Agreements for the payment of commissions in Net Working Capital connection with any amounts received by the Buyers after the Closing Date pursuant to any agreements or Other Assets and Liabilities (arrangements for the services of L▇▇▇▇▇▇ entered into or in each case, other than any Retained Liabilities) negotiation on the Final Amounts Schedule, but only or prior to the extent Closing Date relating to the fields of the amounts so includedradio and television, including commercials.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, Agreement and subject to the exclusion of the Excluded Liabilitiesexclusions set forth in Section 2.02(d), the Buyer hereby agreesAsset Seller shall, effective at the time of the Closing and from and after the Second Closing, sell, convey, assign, transfer and deliver to IROP, and IROP shall assume and agree agrees to pay, perform and discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations Liabilities of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Asset Seller (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising Liabilities of Asset Seller under any of the Assumed Contracts Contracts, other than any Liabilities to the extent such liabilities, commitments and obligations are required to be performed on arising out of or after, or relate relating to any period beginning on or afterdefault, the Closing and to the extent that they do not relate to any failure to perform or other breach, default breach or violation by a Seller under any such Assumed Contract by Asset Seller prior to the ClosingEffective Time; (ii) any liability all Liabilities expressly transferred to or obligation assumed by the Buyer Parties or their respective Affiliates pursuant to Article VIII, and all Liabilities arising from or relating to the employment, termination of employment or employment practices with respect to Taxes imposed with respect the Transferred Employees by the Buyer Parties or their Affiliates after the Second Closing Date, except as assumed or retained by the Seller Parties pursuant to Article VIII; (iii) any accrued and unpaid charges, fees and expenses, to the extent arising out of activities occurring after the Effective Time related to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) all Liabilities arising out of or relating to the liabilities Buyer Parties’ (and the Buyer Parties’ Affiliate’s) ownership or operation of the Business included in Net Working Capital Business, the Transferred Assets or Other Assets the Assumed Liabilities from and Liabilities (in each case, other than any Retained Liabilities) on after the Final Amounts Schedule, but only to the extent of the amounts so includedEffective Time.

Assumed Liabilities. On (a) Upon the terms and subject to the conditions set forth in this Agreementherein, on the Closing Date, the Purchaser shall assume, and subject to the exclusion of the Excluded Liabilitiesshall thereafter timely pay and perform, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and all obligations of the Sellers arising from Seller under or relating pursuant to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) the Purchased Contracts (which shall include the obligations described in Section 7(d) below), and (ii) all liabilities, commitments and obligations arising under any Yellow Pages advertising (exclusive of the $425,000 of minimum aggregate payments described in Section 7(a) below) booked by or for the benefit of the Seller subsequent to the date of this Agreement (collectively, the "Assumed Contracts Liabilities"). (b) Except as set forth in Section 2(a) above, the Purchaser shall not assume or become liable for (and hereby expressly disclaims any undertaking in respect of) the payment or performance of any other liabilities of the Seller (or any predecessor of the Seller), whether in connection with the Business or otherwise, of whatever nature, whether known or unknown, contingent or otherwise, including but not limited to any indebtedness for money borrowed, any accounts payable, any accrued expenses (except to the extent such liabilitiesdeducted under Section 3(a)(ii) in the Purchase Price calculation or under Section 4(b)(iv) below), commitments and obligations are required to be performed on any income taxes or afterfranchise taxes, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation litigation arising out of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation operations of the Business on or Seller prior to the Closing Date (other than actions based on the Purchaser’s failure to pay or perform any of the Sellers’ operation at Assumed Liabilities), and/or any time liabilities relating to recapture of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations depreciation deduction or investment tax credit of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedSeller.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume Contributor shall assign, and agree to payCompany shall assume, discharge and perform in accordance with their termsthe Assumed Liabilities. For the purposes of this Agreement, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):” means only the following Liabilities of Contributor, and in any event shall not include any Excluded Liabilities: (ia) all liabilitiesAny Liability arising before or after the Closing Date under the Astellas Agreement (excluding amounts payable thereunder that have accrued prior to the Closing Date), commitments and obligations except as provided in the Astellas Agreement Assignment and Novation, and any Liability arising after the Closing Date under any Contributor Contracts excluding in each case any Liability for Contributor’s Employees (except as provided in this Section 2.4); (b) All Liabilities arising after the Closing Date under the Technology License Agreement; (c) [Reserved]; (d) All Liabilities arising after the Closing Date under the Personal Property Leases; (e) All Liabilities for providing Accrued Vacation to the Transferred Employees who commence employment with the Company; (f) Subject to and excluding any Liabilities to be borne by Contributor as expressly provided under this Agreement or the Transaction Agreements, all Liabilities of the Assumed Contracts Contributor under or in respect of any other Contributed Asset to the extent that such liabilities, commitments Liabilities are incurred after the Closing Date and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementDate; and (ivg) All employment-related Liabilities relating to the liabilities of Transferred Employees arising on or after the Business included Closing Date; provided that such employees commence employment or other service provider relationship with Company (excluding Liabilities pursuant to Contributor Benefit Plans except as provided in Net Working Capital or Other Assets the Transition Services Agreement and Liabilities (in each case, other than any Retained LiabilitiesLiabilities for Accrued Vacation as provided in Section 2.4(e) on the Final Amounts Schedule, but only to the extent of the amounts so includedhereof).

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to ▇▇▇▇▇ shall assume and agree to pay, perform and discharge when due any and perform in accordance with their terms, only the following liabilities, commitments all liabilities and obligations of the Sellers Seller arising from out of or relating to the Transferred Assets Business or the BusinessPurchased Assets [prior to,] on or after the Closing, as other than the same shall exist Excluded Liabilities (collectively, the "Assumed Liabilities"), including, without limitation, the following: all trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the Closing (the “Assumed Liabilities”): (i) Date; all liabilities, commitments liabilities and obligations arising under or relating to the Assigned Contracts; except as specifically provided in Section VI.04, all liabilities and obligations of Buyer or its Affiliates relating to employee benefits, compensation or other arrangements with respect to any of Transferred Employee arising on or after the Closing; all liabilities and obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to Liabilities for any taxable period beginning on or after, ending after the Closing Date and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability Taxes for which Buyer is liable pursuant to Section VI.11; all other liabilities and obligations arising out of or obligation with respect relating to Taxes imposed with respect to the Transferred Assets ▇▇▇▇▇'s ownership or the operation of the Business for any period beginning and the Purchased Assets [prior to,] on or after the Closing Date Closing; [all liabilities and obligations of Seller set forth on (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation f) of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementDisclosure Schedules; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included] [[ANY OTHER ASSUMED LIABILITIES].]

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume all debts, obligations, contracts and agree liabilities of Seller or the Companies (whether known or unknown, accrued, absolute, contingent or otherwise) to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations extent relating to or arising out of the Sellers arising from or relating to the Transferred Purchased Assets or the Business, as the same shall exist as conduct of the Closing Business (as currently or formerly conducted), except for the Excluded Liabilities (the “Assumed Liabilities”):), which, in the case of the Companies include without limitation, and in the case of Seller are limited to, the following: (ia) all liabilities, commitments liabilities set forth on the Balance Sheet and obligations arising under any all liabilities incurred in the ordinary course of the Assumed Contracts business in accordance with Applicable Law thereafter to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract satisfied prior to the ClosingClosing Date; (iib) all liabilities and obligations of Seller or the Companies arising under the Purchased Contracts; (c) all Taxes for any liability or obligation with respect to Straddle Period that are the responsibility of Buyer under Section 7.04, any Taxes imposed with respect attributable to the Transferred Purchased Assets or the operation of the Business for any Tax period beginning after the Closing Date and any Transfer Taxes apportioned to Buyer under Section 11.05; and (none d) all liabilities or obligations relating to Transferred Employees arising out of whichevents or circumstances occurring on or following the Closing Date, including, for the avoidance of doubt, shall include any Taxes and all liabilities, losses, claims, damages, costs or expenses (including attorneys’ fees) arising from or in connection with the SellersTransferred Employees’ operation service to the Business (other than liabilities in respect of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business Benefit Plans and other than the Businessliabilities excluded under Section 6.03), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume all debts, obligations, contracts and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations liabilities of Seller or any of the Sellers arising from Retained Subsidiaries of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the Transferred Purchased Assets or the conduct of the Business, as except for the same shall exist as of the Closing Excluded Liabilities (the “Assumed Liabilities”):), including the following: (ia) all Working Capital liabilities as of the Closing Date as reflected in calculation of the Final Working Capital Amount; (b) all liabilities and obligations of Seller or any of the Retained Subsidiaries arising under the Contracts listed on Schedule 2.02(e); (c) all Environmental Liabilities; (d) all liabilities, obligations and commitments and obligations arising under any of the Assumed Contracts assumed by Buyer or for which Buyer is otherwise responsible pursuant to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingArticle 8; (iie) any liability or obligation with respect to Taxes imposed with respect all liabilities, obligations and commitments relating to the Transferred Assets Employees’ employment with Buyer or its Subsidiaries during the operation of the Business for any period beginning after the Closing Date or, if later, the date such individual becomes a Transferred Employee; and (none of whichf) all liabilities, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior obligations and commitments relating to the Closing Date Assumed Plans. 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 Sellers’ Transaction Documents or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise. Anything in this Agreement to the contrary notwithstanding, under no circumstances shall Buyer assume any liabilities (including Environmental Liabilities) relating to or arising in connection with the operation at by Seller (or any time of its successors or assigns, or any of its Affiliates) of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing assumes and from and after the Closing, to assume and agree agrees to pay, perform and discharge and perform in accordance with their terms, only the following liabilitiesLiabilities of Sellers (collectively, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”):), and no other Liabilities: (ia) all liabilities, commitments trade accounts payable of Sellers to third parties in connection with the Purchased Business that remain unpaid and obligations arising under any are not delinquent as of the Assumed Closing Date and that either are reflected on the Interim Balance Sheet Date or arose in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date; (b) all Liabilities in respect of the Assigned Contracts but only to the extent that such liabilities, commitments and obligations Liabilities thereunder are required to be performed on or after, or relate to any period beginning on or after, after the Closing Date, were incurred in the ordinary course of business and to the extent that they do not relate to any failure to perform perform, improper performance, warranty or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business Sellers on or prior to the Closing Date or the Sellers’ operation Closing; and (c) any reclamation-related Liabilities existing, reclamation obligations to be performed, and reclamation activities required, in each case, at any time and from time to time on or after the Closing Date which arise from or relate to any exploration, mining or processing activities occurring before or after the Closing Date conducted by or in connection with Reclamation Permit No. M-1973-007SG, including any and all reclamation activities required before, during and/or following final cessation of any business other than sand mining and sand processing operations at the Business), taking into account ▇▇▇▇▇▇▇ Sand property (the allocation described in Section 2.08(a“Reclamation Obligations”); (iiid) the obligations those Liabilities of Sellers set forth on Section 1.03(d) of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedDisclosure Schedules.

Assumed Liabilities. On As further consideration for consummation of the terms and transactions contemplated hereby, subject to Section 2.3 hereof and the conditions proviso set forth in this Agreementbelow, and subject to at the exclusion of the Excluded LiabilitiesClosing, the Buyer hereby agreesshall assume and agree to thereafter pay when due, effective at and discharge, indemnify and hold harmless the time Sellers and the Stockholders with respect to the following liabilities and only such liabilities (the "Assumed Liabilities"): (a) all obligations and liabilities in respect of any and all claims of product defects pertaining to any products manufactured by the Sellers relating to the Product Lines and shipped by the Sellers to customers within one (1) year prior to the Closing Date, including obligations and liabilities for refunds, adjustments, allowances for any and all repairs, exchanges, returns and warrants of merchantability and other claims, that are returned under existing warranty agreements with customers (the cost of return, replacement or exchange shall be computed by the number of units returned multiplied by the then standard unit cost plus shipping, handling and other costs associated with returns, exchanges or replacements); provided, however, that the Buyer's liability in respect of these assumed liabilities shall not exceed $15,000 during the two (2) years following the Closing Date and the Sellers and Stockholders shall be responsible for all liabilities that exceed $15,000 where the event giving rise to such liability arose on or before the one (1) year anniversary of the Closing and Date; (b) all liabilities first arising under the assumed Contracts or relating to the other Acquisition Assets after the Closing Date, as set forth on Schedule 2.2(b); and (c) all obligations or liabilities from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise in connection with any vacation benefits to the Seller's employees, as set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts ScheduleSchedule 2.2(c), but only to the extent such obligations or liabilities are properly recorded in the financial statements of Sellers as of the amounts so includedClosing Date.

Assumed Liabilities. On the terms and subject to the conditions of this Agreement, at the Closing and effective as of the time set forth in this AgreementSection 6.02 and without further action, Purchaser shall absolutely and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to irrevocably assume and agree to pay, perform, satisfy and discharge and perform in accordance with their termswhen due, only the following liabilities, commitments liabilities and obligations of Seller (such liabilities collectively, the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “"Assumed Liabilities”"): (i) all liabilitiesliabilities and payment obligations of Seller arising before, commitments and obligations arising under any of on or after the Assumed Contracts Closing Date that constitute trade account payables relating to the Business to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, reflected in the Closing Balance Sheet (the "Accounts Payable") and all accrued expenses of Seller relating to the Business to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to reflected in the ClosingClosing Balance Sheet (the "Accrued Expenses"); (ii) any liability all liabilities and obligations of Seller, arising before, on or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date that constitute non-current liabilities, including loans outstanding against the key man life insurance policies (none of whichthe "Non-Current Liabilities"), for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the extent reflected in the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Balance Sheet; (iii) all liabilities, obligations and losses arising on or after the obligations of Closing Date under the Buyer with respect Assigned Contracts including, without limitation, those contracts subject to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; andloss contract reserve recorded on the Closing Balance Sheet (the "Loss Contract Reserve"); (iv) the liabilities (A) any Taxes in respect of the Business included in Net Working Capital (including those assessed against the Real Property) for any period or Other Assets and Liabilities (in each caseportion thereof following the Closing, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.and

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agreesassumes and agrees to pay, effective at the time of the Closing perform, fulfill and discharge, from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only Closing Date (all of the following liabilities, commitments and obligations of the Sellers arising from or relating collectively being referred to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments liabilities and obligations arising of Seller under any of the Assumed Contracts to the extent such liabilities, commitments and obligations Acquired Assets which are required to be performed on or after, or relate and which accrue subsequent to any period beginning on or afterthe Closing Date; (b) in accordance with their terms, the Closing obligations of Seller under those Contracts listed on Schedule 2.3(b) hereof, in each case, arising and to be performed only after the extent that they do not relate Closing, and excluding any obligations thereunder arising or to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract be performed prior to the Closing; (ii) ; provided, however, that Buyer will not assume any obligation or liability resulting from or obligation arising out of any default, breach, performance or non-performance by Seller under or with respect to Taxes imposed with respect to the Transferred Assets or the operation any of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreementsuch Contracts; and (ivc) all obligations of Seller under or otherwise relating to the liabilities Duke Agreements, whether arising or to be performed before or after the Closing; provided, however, that Buyer will not assume any obligation or liability resulting from or arising out of any fraud, willful misconduct or gross negligence of Seller or any Stockholder under or with respect to any of the Business included in Net Working Capital or Other Assets and Liabilities Duke Agreements (in each case, other than any Retained Liabilities) on those liabilities that arise from or relate to Buyer’s acquisition of the Final Amounts Schedule, but only Acquired Assets pursuant to the extent terms of the amounts so includedthis Agreement).

Assumed Liabilities. On the terms Buyer shall, on and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Date, ------------------- accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (the “Assumed Liabilities”): (ia) all liabilities, commitments liabilities and obligations arising under any out of events occurring on and after the Closing Date related to Buyer's ownership of the Assumed Contracts to the extent such liabilities, commitments Assets and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the Buyer's operation of the Business after the Closing Date; (b) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for any period beginning (i) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6, (ii) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6, and (iii) the delivery of Internet connectivity service to Subscribers (whether under the Contracts or otherwise) after the Closing Date (none of which(a) and (b) together, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation "Assumed Liabilities"). The assumption of the Business on Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or prior to the Closing Date arrangements with Buyer or the Sellers’ operation at Seller or any time of any business their respective affiliates or subsidiaries. No parties other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising and Seller shall have any rights under or otherwise set forth in the Employee Matters this Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, discharge and perform in accordance with their terms, from Seller only the following liabilities, commitments liabilities and obligations of the Sellers Seller arising from out of or relating to the Transferred Assets Business on or the Business, as the same shall exist as of after the Closing (collectively, the “Assumed Liabilities”): (ia) all liabilities, commitments liabilities and obligations arising of Seller under any of the Assumed Assigned Contracts as and to the extent transferred to Buyer under Section 1.1(b), but only to the extent such liabilities, commitments and liabilities or obligations are required to be performed on or after, do not arise from or relate to any period beginning on breach or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation improper performance by a Seller under of any provision of any of such Assumed Contract prior to the Closing; (ii) Assigned Contracts or any liability event, circumstance or obligation with respect to Taxes imposed with respect to the Transferred Assets condition occurring or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business existing on or prior to the Closing Date that, with notice or the Sellers’ operation at any time lapse of any business other than the Business)time, taking into account the allocation described would constitute or result in Section 2.08(a)a breach or default thereof; (iiib) the liabilities and obligations of the Buyer or its Affiliates relating to employee benefits, compensation or other arrangements with respect to Business Employees any Transferred Employee arising under on or otherwise set forth in after the Employee Matters AgreementClosing; (c) liabilities and obligations for Taxes related to the Business, the Acquired Assets or the Assumed Liabilities for the taxable periods (or portion thereof) beginning after the Closing Date; (d) accounts payable associated with the Assigned Contracts; and (ive) the all other liabilities and obligations arising out of or related to Buyer’s ownership or operation of the Business included in Net Working Capital or Other Acquired Assets and Liabilities (in each case, other than any Retained Liabilities) on after the Final Amounts Schedule, but only to the extent of the amounts so includedClosing.

Assumed Liabilities. On Except as expressly provided in this Section 2.1(c), Buyer shall not assume, in connection with the transactions contemplated by this Agreement, any Liability of any Seller whatsoever, and Sellers shall retain responsibility for all Liabilities accrued as of or on the Closing Date and all Liabilities arising from Sellers’ operations prior to or on the Closing Date, whether or not accrued and whether or not disclosed. As the sole exception to the immediately preceding sentence, and subject to Section 2.1(d), upon the terms and subject to the conditions set forth contained in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, perform and discharge and perform in accordance with their terms, only whether arising prior to, on or after the following liabilities, commitments and obligations of the Sellers arising from or relating Closing Date (to the Transferred Assets extent not performed or the Business, as the same shall exist satisfied as of the Closing Date), all of Sellers’ following Liabilities to the extent primarily or exclusively relating to the Technology Business (collectively, the “Assumed Liabilities”): (i) all liabilities, commitments trade accounts payable of Sellers to third parties to the extent related to the Technology Business that remain unpaid as of the Closing Date as set forth on Schedule 2.1(c)(i) and obligations all other current Liabilities set forth on Schedule 2.1(c)(i); and (ii) all Liabilities to the extent arising under any of or relating to the Assumed Technology Business Contracts and the Business Shared Contracts (to the extent such liabilitiesLiabilities primarily or exclusively relate to the Technology Business), commitments and obligations to the extent such Liabilities are not required to be performed on or afterprior to the Closing Date, accrue and relate to the operations of the Technology Business subsequent to the Closing Date and do not arise from or relate to any period beginning on breach or afterdefault by any Seller of or under such Assigned Contract; provided, the Closing and however, that notwithstanding anything to the extent contrary in this Agreement, Buyer is not acquiring any assets or assuming any liabilities that they do would not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred otherwise constitute Purchased Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Assumed Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On the terms and subject to the conditions set forth in this AgreementAgreement (including paragraph (b) below), and subject in addition to the exclusion of Cash Portion (as defined below) and as additional consideration for the Excluded LiabilitiesPurchased Assets, the Buyer hereby agrees, effective at the time as of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, discharge and perform in accordance with their terms, only promptly when due the following liabilitiesdebts, commitments liabilities and obligations of Seller (collectively, the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “"Assumed Liabilities”"): (i) all liabilities, commitments and obligations arising under any each of the Assumed Contracts Seller's accounts payable primarily related to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent expressly and specifically identified and described on the Assumed Liabilities Schedule or with respect to accounts payable not listed, to the extent such accounts payable do not exceed $1,000 individually or $5,000 in the aggregate; (ii) Seller's obligations accruing with respect to the period commencing on and after the Closing Date under each contract relating to the ongoing Business that was entered into in the ordinary courseof business and assigned to Buyer(but only if listed and expressly specified to be assumed by Buyer on the attached Contracts Schedule or Leases Schedule or if an Immaterial Assumed Contract) and excluding any liability or obligation, or in connection with any breach thereof, arising prior to the Closing. In no event shall the Buyer be responsible for any liabilities of Seller for breaches or claims (or corresponding damages or costs) under such contracts arising before the amounts so included.Closing Date; (iii) any outstanding orders for inventory for the Corporate Stores or purchase orders from customers existing on the Closing Date; (iv) the other liabilities and obligations specifically identified and described on the Assumed Liabilities Schedule attached hereto; and

Assumed Liabilities. On Subject to the terms and subject to the conditions set forth in this Agreementherein, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to shall assume and agree to pay, perform and discharge and perform when due (other than any contest in good faith), in accordance with their termsthe respective terms and subject to the respective conditions thereof, only the following liabilities, commitments liabilities and obligations of the Sellers Seller arising from exclusively out of or relating exclusively to the Transferred Assets Business or the BusinessPurchased Assets on or after the Closing, as other than the same shall exist as of the Closing Excluded Liabilities (collectively, the “Assumed Liabilities”):), and, for the avoidance of doubt, no other liabilities, of whatever nature, whether presently in existence or arising after the Closing: (ia) all liabilities, commitments trade accounts payable of Seller and Purchased Subsidiaries to third parties related exclusively to the Business that remain unpaid on or after the Closing Date and all liabilities that are included in the calculation of Closing Working Capital; (b) all liabilities and obligations arising under any or relating to the Assigned Contracts and all obligations related to deferred revenue of the Assumed Contracts to Business for servicing the extent such liabilitiesAssigned Contracts, commitments and obligations are required to be performed on or after, or relate to other than any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a liability of Seller under such Assigned Contracts arising out of any such Assumed Contract breach of contract, violation of Law, breach of warranty, tort, misappropriation or infringement prior to the Closing; (iic) any liability liabilities or obligation with respect obligations arising out of or relating to Taxes imposed with respect to the Transferred Assets Buyer’s ownership or the operation of the Business for any period beginning and the Purchased Assets on or after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters AgreementClosing; and (ivd) the all liabilities and obligations of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained LiabilitiesSeller set forth on Schedule 2.4(d) on the Final Amounts Schedule, but only to the extent of the amounts so includedattached hereto.

Assumed Liabilities. On the terms Purchaser is, on and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time as of the Closing Date, ------------------- expressly assuming and from and after the Closing, to assume and agree agreeing to pay, perform or otherwise discharge and perform as the same shall become due in accordance with their respective terms, only all of the following liabilities, obligations and commitments and obligations of the Sellers Seller existing or arising from on or relating to the Transferred Assets or the Business, as the same shall exist as of after the Closing Date (the “"Assumed Liabilities”):"): ------------------- (i) Any and all liabilities, obligations and commitments and obligations arising under any of the Assumed Contracts Seller other than Excluded Liabilities relating to the extent such liabilities, commitments Business or the Purchased Assets and obligations that are required to be performed (A) reflected on or afterthe Balance Sheet, or relate to any period beginning on or after, (B) incurred in connection with the Closing Business after the Balance Sheet Date in the ordinary course of business consistent with prior practice and to in accordance with the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closingterms of this Agreement; (ii) Any and all liabilities, obligations and commitments of Seller arising out of the Contracts, but not including any liability liability, obligation or obligation with respect commitment of Seller (A) for any breach thereof by Seller or a predecessor- in-interest occurring prior to Taxes imposed the Closing Date, or (B) relating to any of the Excluded Assets; (iii) All liabilities, obligations and commitments of Seller with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise which are set forth in the Employee Matters Agreementon Schedule 2.4(a)(iii) -------------------- hereto; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than All future obligations arising under any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedPermits that are Purchased Assets.

Assumed Liabilities. On the terms and Buyer shall not assume, shall not take subject to and shall not in any way be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller except for: (a) the conditions trade and accounts payables of the Business incurred before the Closing Date but not paid by Seller in the Ordinary Course and set forth in this Agreement, and subject on Schedule 2.2; (b) the loans payable incurred before the Closing Date which relate to the exclusion equipment and primary systems and line of credit of the Excluded Liabilities, Business and are on the Buyer hereby agrees, effective at the time balance sheet of the Closing Seller delivered pursuant to Section 4.3.1 of this Agreement and from and after set forth on Schedule 2.2; (c) the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and contractual obligations of the Sellers arising from or relating Seller set forth on Schedule 2.2 incurred before the Closing Date which relate to the Transferred Assets or operation of the Business, as the same shall exist as of the Closing ; and (the “Assumed Liabilities”): (id) all liabilities, commitments liabilities and obligations arising under any on or after the Closing Date with respect to the Assumed Contracts, Assumed Leases, Assumed Real Estate Lease and Assumed Loans. The Parties acknowledge that although it is their intent to make Buyer fully and solely responsible to repay all of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed loans set forth on or after, or relate to any period beginning on or after, the Closing Schedule 4.25 and to discharge and hold the extent that they do not relate to Duncans and Seller harmless from any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or further obligation with respect to Taxes imposed with respect those loans, the lenders that provided the loans are unwilling to release the Transferred Assets or Duncans and Seller from their Guaranties and other obligations under the operation of loans. Accordingly, Buyer is delivering to Seller and the Business for any period beginning after Duncans at the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedBank Letter.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion As partial consideration for consummation of the Excluded LiabilitiesTransaction, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Key Texas shall assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments liabilities and obligations of the Sellers arising from described in clauses (a) — (d) below, whether known, unknown, fixed, contingent or relating to the Transferred Assets or the Businessotherwise (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (ia) all liabilities, commitments liabilities and obligations of Sellers related exclusively to the Business or the Purchased Assets and reflected on the Pro Forma Unaudited Balance Sheet; (b) all liabilities and obligations of Sellers related exclusively to the Business or the Purchased Assets that have arisen since the Pro Forma Unaudited Balance Sheet Date in the Ordinary Course (other than any liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter); (c) all liabilities and obligations of Sellers related exclusively to the Business or the Purchased Assets under any the Contracts, Leases, Permits and other commercial arrangements of the Assumed Contracts Sellers set forth in Schedule 2.3(c) (to the extent such liabilitiesContracts, commitments Leases, Permits and obligations other commercial arrangements are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation part of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Purchased Assets) and Sellers’ operation guarantees of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising Subsidiaries under or otherwise set forth in the Employee Matters Agreementtheir Contracts, Leases, Permits and other commercial arrangements; and (ivd) all liabilities and obligations of Sellers under the liabilities of the Business included Sellers’ Benefit Plans set forth in Net Working Capital or Other Assets and Liabilities Schedule 2.3(d) (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the maximum extent permitted by law). Notwithstanding the foregoing, in no event shall the Assumed Liabilities include the Excluded Liabilities, and the assumption of the amounts so includedsuch Assumed Liabilities shall in no way limit or diminish any representation, warranty, covenant or agreement by Sellers under this Agreement.

Assumed Liabilities. On Buyer shall, on and as of the terms Closing Date, accept and subject assume, and shall become and be fully liable and responsible for, and except as expressly set forth herein, Seller shall have no further liability or responsibility for or with respect to, only the following: (i) liabilities and obligations arising out of or related to events occurring after the Closing to the conditions extent such liabilities and obligations arise out of or relate to Buyer’s ownership of the Sale Assets or Buyer’s operation of the Business after the Closing (except to the extent arising out of or in connection with a breach by Seller of any of its representations and warranties set forth in this Agreement, ); and subject (ii) obligations and liabilities of Seller which are to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of be performed after the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the Sellers arising from which arise under or relating relate to the Transferred Assets Assumed Contracts (other than (I) as a result of any act or omission occurring, or state of facts existing, with respect to any such agreements (except the Businessfact of Seller’s entry into such agreements) prior to Closing) and (II) those obligations and liabilities which are not materially related to the Business even if they arise under or relate to the Contracts (collectively, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) ). The Assumed Liabilities include the liability to fulfill contracts for all liabilities, commitments job listings and obligations arising under any of subscriptions to products and services on the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation Websites sold by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or Date, all of which liabilities are set forth on Schedule 1.3(a) (such liabilities, the Sellers’ operation at any time of any business other than the Business“Fulfillment Liability”), taking into account including the allocation described in Section 2.08(a); liability to pay refunds to any subscribers who cancel (iiifor whatever reason) the obligations their subscriptions to any of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets Website’s products and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedservices sold by Seller.

Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after At the Closing, to the Purchaser shall assume and agree to pay, perform and discharge when due, any and perform in accordance with their terms, only all (i) Liabilities to the following liabilities, commitments and obligations of the Sellers arising from or extent relating to or arising out of, the Transferred Business, the Purchased Assets or the BusinessTransferred Employees (including any Liabilities under any Contract included in the Purchased Assets relating to or arising out of any period of time after the Closing or any Liability accrued in the Modified Working Capital Amount, but excluding any other Liability under any such Contract, including any such Liability in respect of any pre-Closing breach thereof), in each case only to the extent relating to, arising during, or attributable to any period of time after the Closing, other than the Excluded Liabilities set forth in Section 2.4 below, (ii) other than as provided in Section 2.4(e), Liabilities of Seller and its Subsidiaries to make any payment required to be made after the same shall exist as Closing pursuant to the Ergo-Asyst Agreement (the “Assumed Ergo-Asyst Liabilities”), and (iii) the Liabilities assumed pursuant to Section 8.2 (collectively, together with all other obligations and Liabilities of the Closing (Seller and the Seller’s Subsidiaries assumed by the Purchaser, the Ancillary Agreements and the Schedules hereto and thereto, the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so included.

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, to Buyer shall assume and agree to pay, discharge and perform in accordance with their terms, from Seller only the following liabilities, commitments liabilities and obligations of the Sellers Seller arising from out of or relating to the Transferred Assets Business on or the Business, as the same shall exist as of after the Closing (collectively, the “Assumed Liabilities”): ): (ia) all liabilities, commitments liabilities and obligations arising of Seller under any of the Assumed Assigned Contracts as and to the extent transferred to Buyer under Section 1.1(b), but only to the extent such liabilities, commitments and liabilities or obligations are required to be performed on or after, do not arise from or relate to any period beginning on breach or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation improper performance by a Seller under of any provision of any of such Assumed Contract prior to the Closing; (ii) Assigned Contracts or any liability event, circumstance or obligation with respect to Taxes imposed with respect to the Transferred Assets condition occurring or the operation of the Business for any period beginning after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business existing on or prior to the Closing Date that, with notice or the Sellers’ operation at any time lapse of any business other than the Business)time, taking into account the allocation described would constitute or result in Section 2.08(a); a breach or default thereof; (iiib) the liabilities and obligations of the Buyer or its Affiliates relating to employee benefits, compensation or other arrangements with respect to Business Employees any Transferred Employee arising under on or otherwise set forth in after the Employee Matters AgreementClosing; and (ivc) liabilities and obligations for Taxes related to the Business, the Acquired Assets or the Assumed Liabilities for the taxable periods (or portion thereof) beginning after the Closing Date; (d) accounts payable associated with the Assigned Contracts; and (e) all other liabilities and obligations arising out of or related to Buyer’s ownership or operation of the Business included in Net Working Capital or Other Acquired Assets and Liabilities (in each case, other than any Retained Liabilities) on after the Final Amounts Schedule, but only to the extent of the amounts so includedClosing.

Assumed Liabilities. On the terms and subject (a) Anything contained herein to the conditions set forth contrary notwithstanding, except for the Assumed Liabilities described in this AgreementSection 2.4(b), the Purchaser shall not and subject the Purchaser does not assume any liabilities or obligations (fixed or contingent, known or unknown, matured or unmatured) of the Sellers whether or not arising out of or relating to the exclusion Assets or the Business or any other business of the Excluded LiabilitiesSellers or Parent, the Buyer hereby agreesall of which liabilities and obligations shall, effective at the time of the Closing and from and after the Closing, to remain the exclusive responsibility of the Sellers (as applicable). (b) Effective as of the close of business on the Closing Date, the Purchaser will assume and agree to pay, discharge and perform in accordance with their termsor perform, as appropriate, only the following liabilities, commitments and Liabilities of Sellers with respect to the Business: (i) the obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing (the “Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the Assumed Contracts and Permits included in the Assets that relate to the operations of the Business subsequent to the Closing Date, except to the extent relating to breach or default under any such liabilities, commitments and obligations are required Assumed Contract or violation under such Permit by any Seller prior to be performed on or after, or relate to any period beginning on or after, the Closing and Date; (ii) the accounts payable of the Sellers arising in the ordinary course of business of the Sellers, consistent with past practices, that are not related to the extent that they do not relate to any failure to perform or other a breach, default or violation by a Seller under any such Assumed Contract prior to the Closing; Seller, as set forth in Schedule 2.4; and (iiiii) any liability or obligation with respect to Taxes imposed with respect to the Transferred Assets or all Liabilities and obligations arising out of the operation of the Business for any period beginning by the Purchaser after the Closing Date (none of whichDate, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a); (iii) the obligations of the Buyer with respect to Business Employees arising under or otherwise set forth in the Employee Matters Agreement; and (iv) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only except to the extent of specifically included in Excluded Liabilities (collectively, the amounts so included“Assumed Liabilities”).

Assumed Liabilities. On Upon the terms and subject to the conditions set forth in of this Agreement, and subject to the exclusion of the Excluded Liabilities, the Buyer hereby agrees, effective at the time of the Closing and from and after the Closing, Parent agrees to assume cause Buyer to assume, and agree Buyer agrees to assume, and Parent agrees to cause Buyer to pay, discharge perform, fulfill and perform in accordance with their termsdischarge, only and Buyer agrees to pay, perform, fulfill and discharge, the following liabilities, commitments and obligations of the Sellers arising from or relating to the Transferred Assets or the Business, as the same shall exist as of the Closing Liabilities (the “Assumed Liabilities”): (ia) all liabilitiesLiabilities arising exclusively out of the Business or related to the Transferred Assets, commitments and obligations other than Liabilities expressly named as Excluded Liabilities; (b) all Liabilities for breaches by Seller or its Subsidiaries prior to the Closing Date of any Assumed Contract; (c) all Liabilities of the Business reflected or reserved against/provided for in the Financial Statements or the Audited Financial Statements; (d) all Liabilities under or arising under any out of the Assumed Contracts to the extent such liabilities, commitments and obligations that are required to be performed on from or after, or relate to any period beginning on or after, after the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a Seller under any such Assumed Contract prior to the ClosingDate; (iie) any liability or obligation with respect to Taxes imposed with respect to all Liabilities that are expressly assumed by Buyer under Section 5.10 of this Agreement; (f) all Liabilities arising out of Buyer’s operations and ownership of the Transferred Assets or from and after the operation Closing Date, including all accounts payable of the Business for any period beginning services performed or goods delivered from and after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the Sellers’ operation of the Business on or prior to the Closing Date or the Sellers’ operation at any time of any business other than the Business), taking into account the allocation described in Section 2.08(a)Date; (iiig) the obligations all Liabilities to Transferred Employees for services performed on behalf of the Buyer, or any decision by Buyer to hire or terminate such Transferred Employee, in each case with respect to Business Employees arising under or otherwise set forth in services and decisions from and after the Employee Matters AgreementClosing Date; and (ivh) the liabilities of the Business included in Net Working Capital or Other Assets and Liabilities (in each case, other than any Retained Liabilities) on the Final Amounts Schedule, but only to the extent of the amounts so includedPre-Closing Product Obligations.