Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On Subject to the terms, provisions and conditions contained in this Agreement, on and after the Closing Date, Buyer shall assume and agree agrees to pay, discharge and perform and discharge when due all the following to the extent related to the Assets received by Buyer (the "Assumed Liabilities"): liabilities and obligations under (other than Excluded LiabilitiesA) the Franchises, Governmental Authorizations and Licenses included in the Assets and identified on the attached Schedule 4.10, or (B) the System Contracts included within the Assets which either are listed on Schedule 4.7, 4.8, 4.11 or 4.12 or are not required by the terms of Section 4.8(b) or 4.11 to be listed on such Schedules (because such System Contracts fall below each applicable threshold in Section 4.8(b) or 4.11 which require System Contracts to be listed on such schedule), or are contracts entered into by a Seller between the Asset Sellersdate hereof and the Closing Date in accordance with the provisions of Section 6.1(b) hereof (the "Assumed Contracts"), and in the case of every kindall items described in clause (A) or clause (B) above, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or accruing and relating to the Acquired Assets or the conduct of the Business before, on or period from and after the Closing Date, including ; the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case Adjustment Liabilities to the extent they are taken into account in determining the Purchase Price adjustment required by Section 3.3; and liabilities and obligations arising out of Buyer's ownership or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as operation of the date of System from and after the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing DateClosing, except to the extent satisfied prior that any such liability or obligation relates to any of the Closing Date; (iii) all Excluded Assets. All other obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all of any Seller and any other obligations and liabilities that arise out of Buyer’s operation of relating to the Business, System or the use of Assets to the Acquired Assets and/or sale extent incurred by any Affiliate of any products manufactured and/or sold by Buyer or Seller (the "Retained Liabilities"), including (a) obligations with respect to the Excluded Assets, (b) any of its Affiliates (as defined in Section 1.5) on or after obligations under the Closing Date; (v) all obligations and liabilities under Related Agreements or arising out of any breach by any Seller thereof, (c) any claims or pending litigation or proceeding relating to the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets System or the conduct and operation ownership of the Business Assets prior to, to or on or after the Closing Date, regardless (d) any obligations or liabilities owing by a Seller to its Affiliate, and (e) any liabilities for or on account of whether any such actionTaxes other than Taxes included in the Adjustment Liabilities, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after shall remain the Closing Date; (xiii) all obligations and liabilities arising out of Sellers or relating to the repairsuch Affiliate(s) of Sellers, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementapplicable.

Assumed Liabilities. On Subject to the terms, provisions and conditions contained in this Agreement, on and after the Closing Date, Buyer shall assume and agree agrees to pay, discharge and perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case following to the extent arising out of or relating related to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities received by Buyer (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all liabilities and obligations and liabilities under (A) reflected the Franchises, Governmental Authorizations and Licenses included in the Assets and identified on the Most Recent Balance Sheet (as defined in Section 2.6) attached Schedule 4.10, or (B) otherwise arising out of the System Contracts included within the Assets which either are listed on Schedule 4.7, 4.8, 4.11 or relating to the Business 4.12 or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required by the terms of Section 4.8(b) or 4.11 to be reflected thereon according listed on such Schedules (because such System Contracts fall below each applicable threshold in Section 4.8(b) or 4.11 which require System Contracts to United States generally accepted accounting principles be listed on such schedule), or are contracts entered into by a Seller between the date hereof and the Closing Date in accordance with the provisions of Section 6.1(b) hereof (the “U.S. GAAPAssumed Contracts”), except, and in the case of clauses all items described in clause (A) and or clause (B)) above, to the extent satisfied prior accruing and relating to the period from and after the Closing Date; (ii) all obligations and liabilities incurred subsequent the Adjustment Liabilities to the Balance Sheet Date extent they are taken into account in determining the Purchase Price adjustment required by Section 3.3; and (as defined in Section 2.6iii) liabilities and on obligations arising out of Buyer’s ownership or prior to operation of the Closing DateSystem from and after the Closing, except to the extent satisfied prior that any such liability or obligation relates to any of the Closing Date; (iii) all Excluded Assets. All other obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all of any Seller and any other obligations and liabilities that arise out of Buyer’s operation of relating to the Business, System or the use of Assets to the Acquired Assets and/or sale extent incurred by any Affiliate of any products manufactured and/or sold by Buyer or Seller (the “Retained Liabilities”), including (a) obligations with respect to the Excluded Assets, (b) any of its Affiliates (as defined in Section 1.5) on or after obligations under the Closing Date; (v) all obligations and liabilities under Related Agreements or arising out of any breach by any Seller thereof, (c) any claims or pending litigation or proceeding relating to the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets System or the conduct and operation ownership of the Business Assets prior to, to or on or after the Closing Date, regardless (d) any obligations or liabilities owing by a Seller to its Affiliate, and (e) any liabilities for or on account of whether any such actionTaxes other than Taxes included in the Adjustment Liabilities, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after shall remain the Closing Date; (xiii) all obligations and liabilities arising out of Sellers or relating to the repairsuch Affiliate(s) of Sellers, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementapplicable.

Assumed Liabilities. On Buyer hereby assumes and agrees to undertake, pay, perform and/or discharge only (i) the Liabilities arising from and after the Closing Date pursuant to the Contracts set forth on Schedule 1(c)(i) and Schedule 1(c)(ii) attached hereto and the Leases set forth on Schedule 1(f)(i) and Schedule 1(f)(ii) attached hereto, but in each case only to the extent the Contract and/or Lease is not in default and only to the extent that the Liability relates to the performance of the applicable Contract and/or Lease by Buyer or its assignee after the Closing and from a set of circumstances that began after the Closing, and (ii) the monthly lease rentals related to the Leases arising from and after the Effective Date, but in each case only to the extent the Lease is not in default and only to the extent that the monthly lease rental relates solely to the period after the Effective Date (iii) any expenses incurred to purchase inventory for the period after the Effective Date (with the understanding that all purchases of inventory on or after the Effective Date shall be owned by the Buyer), and (iv) any liabilities related to wages and/or salaries of the Employees (who are Employees during the period between the Effective Date and the Closing Date) incurred after the Effective Date (collectively, Buyer the "Assumed Liabilities"). For purposes of this Agreement, the term "Liability" shall assume and agree to paymean any commitments, perform and discharge when due all liabilities and debts, liabilities, obligations (other than Excluded Liabilities) including contract and capitalization lease obligations), indebtedness, accounts payable, accrued expenses of any nature whatsoever, losses, damages and costs (whether any of the Asset Sellers, of every kind, nature, character and description, whether foregoing are known or unknown, primary secured or secondaryunsecured, asserted or unasserted, absolute or contingent, direct or indirect, absolute accrued or contingentunaccrued, liquidated or unliquidated and/or due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date), including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of any liability or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities obligation for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementTaxes.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations (other than Excluded Liabilities) Liabilities of the Asset Sellers, of every kind, nature, character and description, whether known each Seller or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent its Subsidiaries arising out of or relating to the Business or the Acquired Assets Transferred Assets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):) (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, the following: (ia) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise Liabilities arising out of or relating to the Business ownership, operation or use of the Transferred Assets or the Acquired Assets as operation or conduct of the date of Business from and after the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles Closing Date solely (“U.S. GAAP”), except, in the case of clauses (Ai) and (B), to the extent satisfied prior such Liabilities actually arise out of or relate to the ownership, operation or use of the Transferred Assets or the conduct of the Business on or after the Closing Date or (ii) to the extent such Liabilities are within the scope of any representation or warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be unavailable as a result of any limitations on indemnification set forth in Article VIII); (b) all Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date; (iic) all obligations and liabilities incurred subsequent Liabilities required to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer be performed on or after the Closing Datearising under the Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of Buyer’s portion of the Shared Contracts; (ivd) all obligations Liabilities to the extent relating to Taxes attributable to or imposed on the Business or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date (determined, if applicable, in accordance with Section 6.05), and liabilities that arise out of Buyer’s operation of the Businessall Transfer Taxes for which Buyer is responsible pursuant to Section 6.05; (e) all Liabilities relating to employment of, the use of the Acquired Assets and/or sale or employee benefits, compensation or other arrangements with respect to, any Transferred Employee (or any dependent or beneficiary of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5Transferred Employee) arising on or after the Closing Dateand all Liabilities expressly assumed by Buyer pursuant to Section 6.01; (vf) all obligations and liabilities the Liabilities arising under or arising out of Pre-Closing Warranty Claims except to the contracts, agreements, commitments and leases transferred pursuant to extent set forth in Section 1.1(b)(v)6.28; (vig) without limiting any obligations under the Transition Services Agreement, all Liabilities (including the costs and expenses of coverage and administration, benefit claims and Proceedings and Taxes) arising out of, related to or in connection with, (i) the eligibility or participation of Business Employees (or any dependent or beneficiary thereof) in, or compensation or benefits provided to any Business Employee (or any dependent or beneficiary thereof) under, any Benefit Plan following the Closing, and (ii) any change to the terms and conditions of the UK Business Employees following the Closing; and (h) all obligations and liabilities under the licensesLiabilities in respect of any Claim arising in, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of or relating to, the ownership, leasing operation or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementClosing.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations (other than Excluded Liabilities) Liabilities of the Asset Sellers, of every kind, nature, character and description, whether known each Seller or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent its Subsidiaries arising out of or relating to the Business or the Acquired Assets Transferred Assets, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):) (provided that Assumed Liabilities of the Purchased Subsidiary shall not be separately assumed by Buyer, but rather shall be transferred to Buyer indirectly via the purchase of the Purchased Interests), including, the following: (ia) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise Liabilities arising out of or relating to the Business ownership, operation or use of the Transferred Assets or the Acquired Assets as operation or conduct of the date of Business from and after the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles Closing Date solely (“U.S. GAAP”), except, in the case of clauses (Ai) and (B), to the extent satisfied prior such Liabilities actually arise out of or relate to the ownership, operation or use of the Transferred Assets or the conduct of the Business on or after the Closing Date or (ii) to the extent such Liabilities are within the scope of any representation or warranty set forth in Article IV (whether or not indemnification with respect to such Liabilities would be unavailable as a result of any limitations on indemnification set forth in Article VIII); (b) all Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date; (iic) all obligations and liabilities incurred subsequent Liabilities required to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer be performed on or after the Closing Datearising under the Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of Buyer’s portion of the Shared Contracts; (ivd) all obligations Liabilities to the extent relating to Taxes attributable to or imposed on the Business or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date (determined, if applicable, in accordance with Section 6.05), and liabilities that arise out of Buyer’s operation of the Businessall Transfer Taxes for which Buyer is responsible pursuant to Section 6.05; (e) all Liabilities relating to employment of, the use of the Acquired Assets and/or sale or employee benefits, compensation or other arrangements with respect to, any Transferred Employee (or any dependent or beneficiary of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5Transferred Employee) arising on or after the Closing Dateand all Liabilities expressly assumed by Buyer pursuant to Section 6.01; (vf) the Liabilities arising under Pre-Closing Warranty Claims except to the extent set forth in Section 6.28; and (g) all obligations and liabilities under Liabilities in respect of any Claim arising in, or arising out of the contractsrelating to, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing operation or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementClosing.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions of this Agreement, Buyer at the Closing, Purchaser shall (including, where applicable, through a Country-Specific Purchaser) assume and agree to pay, honor, discharge and perform and discharge in full when due all liabilities Liabilities of each Seller and obligations its Affiliates (other than Excluded Liabilitiesthe Transferred Entities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent relating to or arising out of or relating to the Acquired Assets or the conduct of the Business or the ownership, use or operation of any Transferred Assets, in each case whether arising before, on or after the Closing (but excluding the Excluded Liabilities, which shall be retained by Sellers) (collectively, the “Assumed Liabilities”), including the following Liabilities: (i) all Liabilities of any Seller arising under the Transferred Contracts and open purchase orders; (ii) all Liabilities of any Seller arising under the Transferred Real Property Leases; (iii) all Liabilities for allowances, credits or adjustments to which customers of the Business may be entitled; (iv) subject to the provisions of Section 8.2(a), all Liabilities relating to product warranty or product liability claims related to the Business or the Transferred Assets (including the Business Products); (v) all Liabilities relating to pending claims or litigation related to the Business or the Transferred Assets; (vi) all Liabilities arising under or in respect of the Transferred U.S. Benefit Plans, the Transferred Foreign Benefit Plans, or any of the Labor Contracts, in each case only to the extent provided in Section 5.9; (vii) all Liabilities relating to the Transferred U.S. Employees and the Transferred Non-U.S. Employees (excluding, subject to Section 5.9, any Liabilities arising in connection with or relating to any U.S. Benefit Plan or Foreign Benefit Plan other than Transferred U.S. Benefits Plans and Transferred Foreign Benefit Plan); (viii) all (x) accounts payable, accrued expenses and Indebtedness of any Seller or Transferred Entity owed to any other Transferred Entity or other part of the Business, (y) accounts payable relating to the Transferred Assets, and (z) trade accounts payable of the Business (including any trade accounts payable owed to any of the Sellers or their respective Affiliates), in the case of clause (z), only to the extent taken into account and reflected in the Closing Working Capital; and (ix) all Liabilities relating to Taxes that are specifically assumed by, or allocated to, Purchaser pursuant to Section 5.14. (x) subject to the provisions of Section 8.2(a), all Liabilities related to the possession, occupation, operation, or maintenance of the Transferred Real Property and the real properties subject to the Transferred Real Property Leases, whether arising or accruing before, on or after the Closing Date, including and whether such Liabilities relate to conditions that existed before, on, or after the following obligations and liabilities Closing Date; (other than Excluded Liabilitiesxi) of the Asset Sellers, in each case subject to the extent provisions of Section 8.2(a), all Liabilities arising out of or relating to the Business or the Acquired Assets arising under Environmental Laws (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which such Liabilities are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) deemed Excluded Liabilities under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v1.4(b)(ii)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions of this Agreement, Buyer shall Buyers (in accordance with Section 2.10) agree, effective as of the Effective Time, to assume only the following liabilities and agree to pay, perform obligations of Sellers and discharge when due their respective Affiliates (the “Assumed Liabilities”): (a) all liabilities and obligations in respect of any product liability, breach of warranty or similar claim for injury to person or property related to Products sold after the Effective Time (including any action, suit, investigation or proceeding relating to any such liabilities or obligations) except, with respect to the Inventory sold after the Effective Time, for any such liabilities or obligations arising or occurring from actions taken (or failed to be taken) by the Sellers or their Affiliates prior to the Effective Time; (b) all liabilities and obligations relating to the return of any Products after the Effective Time, except for any Seller Returns and as provided in the proviso to Section 2.04(b); (c) all liabilities and obligations for rebates, discounts, chargebacks and other than Excluded Liabilitiesoffsets to the price charged for the Products occurring after the Effective Time, except to the extent provided in Section 2.04(c)(ii); (d) all liabilities and obligations arising under the Assumed Contracts to the extent such obligations (i) arise out of actions or events arising or occurring after the Closing Date; and (ii) such obligations do not arise out of any breach or default (with or without the giving of notice or the lapse of time or both) by any of the Asset SellersSellers or their respective Affiliates prior to the Closing Date; and (e) all liabilities and obligations arising out of any action, suit, investigation or proceeding to the extent relating to or arising out of every kindactions or events arising or occurring after the Effective Time relating to the Products, the Business or the Purchased Assets; and (f) all other liabilities, obligations and commitments of whatever kind and nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due known or to become dueunknown, in each case to the extent whether or not accrued, arising out of or relating directly or indirectly to the Acquired Assets Purchased Assets, the Business or the conduct of Products, but only to the Business before, extent related to any period on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementEffective Time.

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, Buyer shall in addition to the payment of the Purchase Price and subject to Article X, the Acquiror hereby agrees, effective at the time of the Closing, to assume and agree thereafter timely to pay, discharge and perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) in accordance with their terms, the following Liabilities of the Asset Sellers, of every kind, nature, character Company and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become dueits Subsidiaries, in each case case, to the extent arising out of or relating Related to the Acquired Assets or Business, irrespective of whether the conduct of the Business beforesame shall arise prior to, on or after following the Closing Date, including the following obligations and liabilities Date (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities Liabilities arising out of or relating to any of the Assumed Contracts, including with respect to Liabilities as lessee under the Real Estate Leases (except, in each case, with respect to any breach thereof occurring prior to the Closing); (ii) all Liabilities (A) reflected on arising under the Most Recent Balance Sheet Assumed Company Plans (as defined except, in Section 2.6) or each case, with respect to any breach thereof occurring prior to the Closing), (B) otherwise with respect to severance or other termination payments or benefits to Business Employees who do not receive an offer of employment in accordance with Section 6.1, (C) arising out of or relating to the Business employment, termination of employment or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on employment practices or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities workers’ compensation insurance with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, Transferred Employees on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, including all administrative functions pertaining to workers’ compensation claims arising on or after the Closing DateDate and (D) with respect to payment of 2019 annual performance bonuses; (xiiiiii) all obligations and liabilities Liabilities arising out of of, based upon, resulting from or relating to the repair, rework, replacement Transferred Assets or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods operation of the Business manufactured or sold prior to, on or after following the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing DateClosing; (xiviv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case Liabilities under Shared Contracts to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating transferred to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Acquiror or its Affiliates in accordance with Section 5.5; and (xviiv) all obligations and other accrued liabilities to the extent included in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementFinal Net Working Capital Statement.

Assumed Liabilities. On the Closing Dateterms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 1.05, Buyer shall HLSS MSR-EBO (solely with respect to the Company Promissory Note and not with respect to any other Assumed Liabilities) and HLSS Advances (with respect to all Assumed Liabilities other than the Company Promissory Note) each hereby agree, effective at the time of the Closing, to (as applicable) assume and agree thereafter timely to pay, discharge and perform and discharge when due in accordance with their terms, all liabilities and obligations of the Company (other than except for the Excluded Liabilities) ), irrespective of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business accruing before, on or after the Closing Date, including the following obligations whether known or unknown, fixed or contingent, asserted or unasserted, and liabilities (other than Excluded Liabilities) not satisfied or extinguished as of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Closing Date (collectively, the “Assumed Liabilities”):). Without limiting the generality of the foregoing, the following shall be included among the Assumed Liabilities: (ia) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as under any of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing DateAssumed Contracts; (iib) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such actionlitigation, suit, proceedingaction, dispute, claim arbitration or investigation was commenced prior to, on other proceeding whether or after not related to the Closing Dateownership of the Purchased Assets; (xiiic) all obligations and liabilities arising out of or relating the Company to the repairemployees, reworkofficers, replacement or return ofdirectors, consultants, or any claim for breach of warranty in respect of or refund representatives of the purchase price ofCompany, products or goods including the Company Benefit Plans set forth on Section 1.04(c) of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing DateCompany Disclosure Letter; (xivd) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing DateLeased Real Property; (xve) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if anyAssumed Taxes; (xvif) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Company Promissory Note; and (xviig) all obligations and liabilities amounts relating to Post-Closing Liabilities in respect excess of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement$50,000,000.

Assumed Liabilities. On the Closing Date, Buyer shall assume terms and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case subject to the extent arising out conditions of this Agreement, Veracyte shall (or relating to the Acquired Assets or the conduct of the Business beforeshall cause its applicable Subsidiaries to) assume, on or after the Closing Date, including discharge and perform the following obligations Liabilities of NanoString and liabilities its Subsidiaries (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (ia) any and all obligations and liabilities (A) reflected on Liabilities to the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise extent relating to, arising out of or resulting from the Purchased Assets, in each case arising after the Closing (for the sake of clarity, it being understood that all Liabilities to the extent relating to, arising out of or resulting from any service or warranty obligations in any Business Contract related to an order for Business Products prior to Closing shall be a Retained Liability under this Agreement). (b) any and all Taxes (other than Excluded Business Taxes), including Transfer Taxes allocated to Veracyte pursuant to Section 6.3(a), and Straddle Period Taxes allocated to Veracyte pursuant to Section 6.3(b), imposed with respect to, arising out of, or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), Products to the extent satisfied prior attributable to the Closing Dateany Post‑Closing Period; (iic) any and all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities Liabilities solely in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; any Transferred Business Employees (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise arising after the Closing Date, except as set forth in the Transition Services Agreement, and excluding any and all Liabilities arising from or related to any and all Benefit Plans, including International Plans after the Closing Date; and (d) any and all Liabilities solely in respect of Continuing Employees arising after the applicable Continuing Employee Start Date, except as set forth in the Transition Services Agreement, and excluding any and all Liabilities arising from or related to any and all Benefit Plans, including International Plans after the applicable Continuing Employee Start Date. For the avoidance of doubt, a Liability of Veracyte related to the Purchased Assets or Assumed Liabilities, that arises after the Closing and is otherwise included as an Assumed Liability pursuant to the definition thereof shall not be deemed a Retained Liability hereunder solely as a result of such Liability resulting from the continuation by Veracyte of an act or omission following the Closing that was also taken by NanoString on or prior to the Closing. For the further avoidance of doubt, the foregoing sentence shall in no way be deemed to limit Veracyte’s ability to recover for a breach by NanoString of any such obligations representation or liabilities that are specifically retained by either Asset Seller in warranty under this Agreement pursuant to the terms of this Agreement.

Assumed Liabilities. On the Closing Dateterms and subject to the satisfaction or waiver of the conditions set forth in, Buyer and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and agree to pay, discharge and perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Liabilities (collectively, the “Assumed Liabilities”): (ia) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise All Liabilities relating to, arising out of of, or relating to in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), exceptTransferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the case of clauses (A) and (B)Closing, other than the Excluded Liabilities or Liabilities to the extent satisfied prior relating to the Closing DateExcluded Assets; (iib) all obligations and liabilities incurred subsequent All Liabilities for Taxes relating to the Balance Sheet Date (as defined in Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 2.67.2(ii) and on or prior all Liabilities for Taxes for which Purchaser is responsible pursuant to the Closing Date, except to the extent satisfied prior to the Closing DateSection 7.2(iv); (iiic) all obligations and liabilities arising or incurred by Buyer All Liabilities agreed to be performed on or after the Closing Dateby Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (ivd) all obligations and liabilities that arise out of Buyer’s operation of All Liabilities under the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing DateBusiness Employee Plans; (ve) all obligations and liabilities under All Liabilities first occurring or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior tobefore, on or after the Closing Date, regardless in connection with the Business as currently or previously conducted by Seller or any of whether its Affiliates or predecessors, any such action, suit, proceeding, dispute, claim member of the Alkali Group or investigation was commenced prior any of their Affiliates or predecessors on any real property with respect to, : (i) the Release or threatened Release of or exposure to any Hazardous Materials on or after emanating from any real property, (ii) the Closing Dateoff-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (xiiif) all obligations and liabilities All Liabilities arising out of or relating to the repair, rework, replacement or return of, resulting from or any claim for breach of warranty otherwise in respect of or refund the Action set forth on Section 2.4(f) of the purchase price of, products or goods of Seller Disclosure Schedule (the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date“ANSAC Brazil Matter”); (xivg) all All accounts payable, trade accounts payable and trade obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case primarily related to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Business; and (xviih) all obligations and liabilities in respect All other Liabilities of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities Business that are specifically retained not Excluded Liabilities. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by either Asset Seller reason of any actual or alleged breach of any covenant or agreement contained in this Agreement, the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. On Simultaneously with the Closing DateClosing, Buyer on the terms and subject to the conditions set forth herein, Purchaser shall assume and agree to be liable for, and shall pay, perform and discharge when due due, all liabilities obligations and obligations Liabilities of Seller and its Subsidiaries (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and descriptionAcquired Companies), whether known occurring or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business accruing before, on or after the Closing Date, including whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date, primarily relating to, primarily arising out of or primarily resulting from the Business (collectively, and excluding the Excluded Liabilities, the "ASSUMED LIABILITIES"), including, by way of example and not limitation, all of the following obligations and liabilities Liabilities of Seller and its Subsidiaries (other than Excluded Liabilitiesthe Acquired Companies): (a) (i) except as set forth in Section 10.1 and Section 1.5, all Liabilities relating to, arising out or resulting from the employment of the Asset SellersTransferred Employees and their dependents and beneficiaries, in each case to including accrued obligations for salaries, wages, accrued vacation, personal days and floating holidays and sick pay of the extent Transferred Employees and Liabilities relating to, arising out of or resulting from any collective bargaining agreement covering the Transferred Employees; and (ii) the Liabilities and obligations of Seller for severance payments under the Retention Agreements; (b) accounts and trade payables primarily relating to, primarily arising out of or primarily resulting from the Business; (c) Liabilities for utility, telephone and other services and goods primarily relating to, primarily arising out of or primarily resulting from the Business; (d) all Liabilities arising from commitments (in the form of accepted purchase orders, or otherwise) to sell, distribute, manufacture or market products, or outstanding quotations, proposals or bids, primarily relating to, primarily arising out of or primarily resulting from the Business; (e) all Liabilities arising from commitments (in the form of issued purchase orders, or otherwise) or outstanding quotations, proposals or bids, to purchase or acquire raw materials, components, supplies or services primarily relating to, primarily arising out of or primarily resulting from the Business; (f) all Liabilities under Business Contracts; (g) all Liabilities with respect to any return, rebate, recall, warranty or similar liabilities primarily relating to, primarily arising out of or primarily resulting from the Business; (h) other than Liabilities arising from or relating to any actual or alleged human exposure to asbestos or asbestos-containing materials manufactured, serviced, or sold by Seller or its Subsidiaries (other than an Acquired Company) prior to Closing, all Liabilities for death, personal injury, advertising injury, other injury to persons or property damage occurring after the Business Closing primarily relating to, primarily resulting from, primarily caused by or primarily arising out of, directly or indirectly, use of or exposure to any of the products (or any part or component) designed, manufactured, serviced or sold, or services performed, by Seller or its Subsidiaries (other than an Acquired Assets (collectivelyCompany), primarily relating to, primarily arising out of or primarily resulting from the “Assumed Liabilities”):Business, including any such Liabilities for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties or merchantability or fitness for any purpose or use; (i) other than Liabilities arising from or relating to any actual or alleged human exposure occurring prior to the Closing to asbestos or asbestos-containing materials (such Liabilities being governed by Section 1.5), (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise Liabilities primarily relating to, primarily arising out of or relating to primarily resulting from the Business as a result of, directly or indirectly, violations of Environmental Laws or Releases or threatened Releases of Hazardous Materials and existing or occurring at the Owned Real Property or the Acquired Assets as of the date of the Most Recent Balance Sheet Leased Real Property, and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent Liabilities relating to the Balance Sheet Date (as defined in Section 2.6) and on any actual or prior to alleged human exposure occurring after the Closing Date, except to asbestos or asbestos-containing materials existing or occurring at the extent satisfied prior to Owned Real Property or the Closing DateLeased Real Property; (iiij) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities Liabilities under the licensesintercompany receivables, permits payables, loans and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as investments set forth on Schedule 1.1(d)(xvi1.5(j); and (xviik) all obligations and liabilities in Taxes imposed on or payable with respect of New Buyer Employees that arise after to the Closing Date, except Acquired Companies or the Business for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementwhich Purchaser is responsible pursuant to Section 14.1(b).

Assumed Liabilities. On Upon the terms and subject to the conditions and exclusions set forth in this Agreement, at the Closing Date(but subject to Section 2.10 and subject to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI), Buyer shall, or shall cause one of its Affiliates to, assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case all Liabilities of Parent and its Affiliates, regardless of when made or asserted, related to the extent or arising out of or relating to the Acquired Assets or the conduct of the Business beforeprior to, on at or after the Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date, including ) from the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case Business or Purchased Assets but then only to the extent relating to or arising out of or relating to the Business or the Acquired Purchased Assets (collectivelyin the case of those Liabilities shared by the Business and the Medical Device Business, only that portion of such Liabilities of the Business attributable to the Business shall be assumed hereby) (the “Assumed Liabilities”):), including the following: (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or those Liabilities relating to or arising under the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing DateContracts constituting Purchased Assets; (ii) all obligations and liabilities incurred subsequent Liabilities assumed by Buyer or its Affiliates pursuant to the Balance Sheet Date (as defined in Section 2.6) and on Article VI or prior to the Closing Date, except to the extent satisfied prior to the Closing DateAppendix VI; (iii) all obligations and liabilities those Liabilities related to or arising or incurred by Buyer on or after the Closing Date;in respect of any Continuing Employee under any Subsidiary Plans that are Purchased Assets; and (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as those Liabilities set forth on Schedule 1.1(d)(xvi); and Section 2.02(a)(iv) of the Seller Disclosure Schedule. For the avoidance of doubt, all Liabilities of the Transferred Subsidiaries (xviiother than any Excluded Liabilities) all obligations shall be deemed to be Assumed Liabilities and liabilities in respect shall remain Liabilities of New Buyer Employees that arise after the Closing DateTransferred Subsidiaries, except for any such obligations and shall not become or liabilities that are specifically retained by either Asset Seller in this Agreementremain Liabilities of Parent or its Affiliates upon Buyer’s acquisition of the Interests at the Closing.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions of this Agreement, Buyer at the Closing, Purchaser shall assume and agree hereby agrees to pay, discharge or perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, Liabilities of every kind, nature, character Seller and description, whether known its Affiliates related to or unknown, primary or secondary, direct or indirect, absolute or contingent, due arising out of the Purchased Assets or to become duethe extent related to or arising out of the Business, in each case other than the Retained Liabilities (the “Assumed Liabilities”), in each case, whether accruing prior to, on or after Closing, including the following: (a) Any and all Liabilities relating to or arising out of the extent Specified Business Contracts; (b) Notwithstanding any provision in Section 2.7 (except Section 2.7(b), Section 2.7(c) and Section 2.7(k)), any and all Liabilities (i) relating in any way to Environmental Laws or the Release of or exposure to Hazardous Materials and (ii) arising out of or relating to in any way any past, current or future businesses, operations, services or properties of or associated with the Purchased Assets, the Assumed Liabilities or the Business (including any businesses, operations, products or properties for which a former, current or future owner or operator of the Purchased Assets, the Assumed Liabilities or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise); (c) Any and all Liabilities for Taxes imposed with respect to, arising out of or relating to the Acquired Assets Purchased Assets, the Assumed Liabilities or the conduct Business other than Excluded Business Taxes; (d) Any and all Liabilities relating to or arising out of the Business Business, whether accruing before, on or after the Closing Date, including whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the following obligations and liabilities (Closing Date, other than Excluded LiabilitiesBusiness Taxes; (e) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): Any and all Liabilities (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) respect of Transferred Business Employees arising at or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to after the Closing Date; (ii) all obligations and liabilities or incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except (ii) assumed by Purchaser pursuant to Section 5.7, or (iii) arising with respect to the extent satisfied prior Transferred Business Employees pursuant to the Closing DateAssumed Benefit Plans; (iiif) Any and all obligations and liabilities arising Liabilities (i) in clause (g) or incurred by Buyer on (h) in the definition of Funded Debt or after the Closing Date; (ivii) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under relating to or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v)Purchased Company Benefit Plans; (vig) Any and all obligations and liabilities under Liabilities of the licensesPurchased Companies, permits and franchises transferred pursuant including any Funded Debt or other Indebtedness of the Purchased Companies (in the case of such Funded Debt, solely to Section 1.1(b)(viithe extent such Funded Debt is included in the determination of Closing Funded Debt); (vii) all obligations and liabilities , related to or arising out of the ownership, leasing Purchased Assets or operation to the extent related to or arising out of the Leased Facilities, whether incurred prior to, on or following the Closing DateBusiness; (viiih) Any and all obligations and liabilities in respect of employee relations and benefits assumed by, Funded Debt or which are otherwise other Indebtedness to the responsibility of, Buyer pursuant extent related to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities or arising out of the Purchased Assets or relating to Deferred Items the Business (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actionsthe case of such Funded Debt, suits, proceedings, disputes, claims or investigations solely to the extent arising out such Funded Debt is included in the determination of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xviFunded Debt); and (xviii) all obligations and liabilities in respect All other Liabilities identified on Section 2.6(i) of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementDisclosure Schedules.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions of this Agreement, Buyer shall Purchaser hereby agrees on behalf of itself and the Purchaser Entities, effective as of the Closing, to assume and agree to pay, perform and discharge pay when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, discharge and perform in each case accordance with their terms only the following Liabilities of Seller, Sigma and the Sigma Entities and their Affiliates to the extent relating to the Business or the Purchased Assets, excluding any Excluded Liabilities (collectively, the “Assumed Liabilities”), and no other Liabilities: (a) any and all Liabilities to the extent arising out of or relating to the Acquired ownership or use of the Purchased Assets or the operation or conduct of the Business beforeon or after the Closing; (b) any and all Liabilities relating to the Transferred Business Employees (i) with respect to any period (or portion thereof) commencing on or after the Employment Transfer Date or (ii) as may be required to be assumed by Purchaser or its Affiliates under applicable Law, regardless of the period to which such Liability relates; (c) any and all Liabilities related to Employee Benefit Plans allocated to Purchaser as set forth in Article V or otherwise set forth on Schedule 1.3(c) or (ii) as may be required to be assumed by Purchaser or its Affiliates under applicable Law; (d) any and all Liabilities (including Liabilities for deferred revenue) to the extent required to be performed in, and/or to the extent arising from the operation of, the Business on or after the Closing Dateunder any Specified Business Contract, including the following obligations and liabilities (Business Permit, Environmental Permit, or other than Excluded Liabilities) Permit or Contract assigned to Purchaser as part of the Asset SellersPurchased Assets, including, subject to Section 1.11, any and all Purchaser Portion of the Shared Contract Liabilities but excluding the Seller Portion of the Shared Contract Liabilities; provided, that Assumed Liabilities shall include any and all Liabilities of the “Tenant” under any Business Lease (such as those for ongoing maintenance, repair and responsibility for dilapidations) (collectively, “Tenant Liabilities”), in each case solely to the extent arising on or after the Closing; (e) any and all Liabilities for any trade, accounts, note or loan payables for goods and services purchased by or provided to the Business on or after the Closing; (f) any and all Taxes to the extent exclusively arising out of or relating to the ownership or use Purchased Assets for any period (or portion thereof) beginning after the Closing or that are the responsibility of Purchaser under Article VI; provided, for the avoidance of doubt, that Assumed Liabilities shall not include any Excluded Taxes; (g) any and all Environmental Liabilities to the extent arising out of the ownership or use of the Purchased Assets after the Closing; (h) any and all Liabilities solely to the extent arising out of (i) obligations under warranties issued by the Business in the ordinary course of business in respect of any hardware products sold by the Business in the ordinary course of business, whether prior to, at or following the Closing and (ii) obligations in respect of returns in the ordinary course of business in respect of hardware products sold by the Business in the ordinary course of business, whether prior to, at or following the Closing; (i) any and all Liabilities solely to the extent arising out of or relating to the Business or the Acquired Assets violations by Purchaser of, and/or non-compliance by Purchaser with (collectivelyor, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or each case, its Affiliates), any Laws relating to occupational safety and health, including the Business or the Acquired Assets as Occupational Safety and Health Administration Act of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to1970, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case solely to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date;Purchased Assets; and (xvj) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as other Liabilities set forth on Schedule 1.1(d)(xvi1.3(j). Seller and Purchaser acknowledge and agree that a single Liability may fall within more than one of Section 1.3(a) through Section 1.3(j); and such fact does not imply that (xviii) all obligations and liabilities in respect such Liability shall be transferred more than once or (ii) any duplication of New Buyer Employees such Liability is required. The fact that arise after the Closing Date, except for any such obligations or liabilities a Liability may be excluded under one clause does not imply that are specifically retained by either Asset Seller in it is not intended to be included under another clause of this AgreementSection 1.3.

Assumed Liabilities. On At the Closing Date, Buyer shall Purchaser agrees to assume and agree to pay, discharge, perform or otherwise satisfy the following liabilities and discharge when due obligations of Sellers or their Affiliates relating to the Business according to their respective terms: (a) all liabilities and obligations (other than Excluded Liabilities) arising out of the Asset Sellers, operation of every kind, nature, character the Business by Purchaser after the Closing Date; (b) all obligations to fulfill any and descriptionall (i) subscriptions (at the cost thereof) and (ii) advertising commitments (in each case, whether known fully performed or unknownwholly or partially executed as of the Closing Date) under the Assumed Contracts, primary including without limitation all advertising insertion orders included in the Assumed Contracts (provided such obligations under the Shared Contracts are only in respect of rights Purchaser has been assigned); (c) all obligations first arising after the Closing of Sellers or secondaryany of their Affiliates relating to the Business under the Assumed Contracts (provided such obligations under the Shared Contracts are only in respect of rights Purchaser has been assigned), direct including, without limitation, all obligations first arising after the Closing under the Real Estate Leases (as defined in Section 4.11(a)(v)); (d) all liabilities to the extent included on the Closing Date Statement as defined in Section 2.02(a)(i); (e) all expenses in connection with the Transferred Employees to the extent specifically provided in Section 6.03 herein; (f) all liabilities from any litigation, proceedings, investigations, actions, suits, orders at law or indirect, absolute or contingent, due or to become due, in each case equity to the extent arising out of or relating to the Acquired Assets or the conduct operation of the Business before, on or by Purchaser after the Closing Date, including the following obligations ; and (g) all Closing Date Liabilities. The foregoing liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case being assumed by Purchaser are referred to the extent arising out of or relating to the Business or the Acquired Assets (collectively, hereinafter collectively as the “Assumed Liabilities.”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On the Closing Dateterms set forth in this Agreement, at the Closing, the Sellers shall assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered to the Buyer, and the Buyer shall assume and agree to accept and shall pay, perform and discharge fully as and when due all liabilities and obligations (other than Excluded Liabilities) required the following Liabilities of the Asset SellersSellers (or, where applicable, any Affiliate of every kinda Seller) arising, nature, character and description, whether known accruing or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business occurring before, on or after the Closing Date, including the following obligations and liabilities Date (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”) (other than, for the avoidance of doubt, if included in the Excluded Liabilities): (ia) all obligations and liabilities of either Seller (Aor, where applicable, any Affiliate of a Seller) reflected on under the Most Recent Balance Sheet Assumed Contracts (as defined in Section 2.6) or (B) otherwise which shall include the Liabilities arising out of from or relating to the Business a breach of or the Acquired Assets as default under any Assumed Contract (other any breach of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (Aor default under any Federal Contract or Federal Proposal) and (B), attributable to the extent satisfied period of time prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Businesssuch Liabilities, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer “Breach or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(vDefault Liabilities”)); (xiib) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations trade accounts payable to the extent arising out of or relating primarily related to the Acquired Assets Business (but expressly excluding any trade payables arising from or related to any Excluded Assets), including (to the conduct extent primarily related to the Business) accounts payable for inventory purchases, property and operation equipment purchases and uninvoiced receipts and manual accruals in the Ordinary Course of Business that would become trade accounts payable with the passage of time; (c) the Liabilities to customers or other third parties under any written warranty given, prior to the Closing, to customers of the Business prior to, on or after otherwise to any other third parties to the Closing Date, regardless of whether extent related to any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing DateBusiness Product; (xiiid) all (i) severance, termination or similar payment obligations and liabilities arising out of made or relating to the repair, rework, replacement or return ofprovided, or any claim for breach of warranty in respect of required to be made or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claimprovided, in each case pursuant to the extent relating to products or goods of the Business manufactured or sold prior toa Seller Benefit Plan, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi6.7(d), or under Applicable Law, by the Sellers or any of their respective Affiliates to or on behalf of any Person listed on Schedule 1.1(c) or Schedule 1.1(f), in each case as may be updated pursuant to this Agreement, who does not become a Hired Employee solely at the request of the Buyer (excluding, for the avoidance of doubt, any such obligations with respect to, or on behalf of, any Person listed on Schedule 1.1(c) or Schedule 1.1(f) who does not accept an offer of employment extended to such Person in accordance with Section 6.7(a) or Section 6.7(b), as applicable, of this Agreement); and (ii) any Liability related to compliance with or arising under or related to the WARN Act, in each case, in connection with termination of employment of any such employees by either Seller in connection with the Transactions that arise solely from the Buyer’s or its Affiliate’s breach of its obligations under Section 6.7(j); (e) the Transfer Taxes, in accordance with Section 6.5(d); (f) the Liabilities arising from or related to any infringement, misappropriation or violation of any Intellectual Property of any Person attributable to the period of time prior to the Closing to the extent primarily related to the Business; and (xviig) all obligations and liabilities in respect of New Buyer Employees that arise after any other Liability (i) reflected on the Closing DateDate Adjustment Amount Schedule, (ii) included in the final calculation of the CAPEX Deviation Amount, or (iii) listed on Schedule 2.3(g). The Buyer hereby acknowledges that, except for any as otherwise set forth in Section 2.3(d) (in which event such obligations relevant Assumed Liabilities will be assumed effective as of the applicable Transfer Date) it is assuming the Assumed Liabilities effective as of the effective time of the Closing. For the avoidance of doubt, the Buyer’s assumption of the Assumed Liabilities shall not limit or liabilities that are specifically retained by either Asset Seller in this Agreementotherwise affect the Buyer’s rights to indemnification under Article IX.

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions of this Agreement, Buyer shall ▇▇▇▇▇ agrees, effective at the Effective Time, to assume (or cause to be assumed) and agree thereafter to timely pay, discharge and perform and discharge when due in accordance with their terms, all liabilities and obligations of the Liabilities of Seller or any of the Retained Subsidiaries (other than Excluded Liabilitiesor any predecessor of any of the foregoing or any prior owner of all or part of the businesses or assets of any of the foregoing), to the extent relating to or arising out of the Purchased Assets, of whichever nature, whether presently in existence or arising hereafter, including any Liabilities set forth on Section 2.03(i) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Disclosure Schedule (collectively, the “Assumed Liabilities”): ). Notwithstanding anything to the contrary contained herein, Buyer shall not assume, by virtue of its acquisition of the Interests or the Purchased Assets or otherwise, any Liabilities (ia) all obligations and liabilities of Seller or any of the Retained Subsidiaries that are not Assumed Liabilities, (Ab) reflected on to the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise extent arising out of of, or relating to to, the Business Retained Business, (c) except as otherwise set forth in Article 9 or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B)Secondment Agreement, to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contractsof, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior relating to, on or following the Closing Date; any Seller Benefit Plan, (viiid) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating related to the Acquired Assets participation in any Business Benefit Plan by any individual who is not a Business Employee, Former Business Employee or Seconded Employee or that otherwise does not relate to a period of service for the conduct and operation of Business, (e) to the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities extent arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior relating to, on any current or after the Closing Dateformer employee of Seller or its Affiliates (or candidate to be an employee of Seller or its Affiliates) who is not a Business Employee, regardless of whether any such claim was brought prior to, on Former Business Employee or after the Closing Date; (xiv) all obligations and liabilities arising out of Seconded Employee or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating not related to products the Business, (f) arising under Section 302 or goods Title IV of ERISA or Section 412 of the Business manufactured Code, (g) arising under Section 4980B of the Code or sold prior toPart 6 of Subtitle B of Title I of the Code, on or subject to Buyer’s compliance with its obligation to provide Seconded Employees with continued health benefits under Section 9.08 from and after the Closing Transfer Date, regardless of whether (h) arising under or in connection with any such claim was brought prior toMultiemployer Plan, on or after (i) constituting Indemnified Taxes (collectively, the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi“Excluded Liabilities”); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On the Closing Dateterms and subject to the conditions set forth in this Agreement, Buyer ▇▇▇▇▇ shall assume at the Closing and agree to thereafter timely pay, discharge and perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) the following Liabilities of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Sellers (collectively, the “Assumed Liabilities”): (i) all obligations Liabilities arising under any of the Transferred Contracts and liabilities Transferred Leases, except to the extent (A) reflected on but subject to, and without any limitation of, the Most Recent Balance Sheet (as defined Assumed Liabilities set forth in Section 2.62.01(c)(v)) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which such Liabilities are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied performed on or prior to the Closing DateEffective Time; (ii) all obligations and liabilities incurred subsequent Liabilities relating to Buyer’s ownership or operation of the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing DateTransferred Assets, except to the extent satisfied prior to arising from events, facts or circumstances that occur from and after the Closing DateEffective Time; (iii) all obligations Liabilities with respect to Transfer Taxes that Buyer is required to bear pursuant to Section 9.02 and liabilities arising or incurred by Taxes that Buyer on or after the Closing Dateis required to bear pursuant to Section 9.03; (iv) all obligations except with respect to Excluded Bad Actor Liabilities, rights of directors or officers of India Seller or Global SSC who become Transferred Employees to indemnification and liabilities that arise out exculpation under the certificate of Buyerincorporation, bylaws or comparable organizational documents of India Seller or Global SSC, as applicable, now in effect and under applicable Law, solely to the extent such Persons are not covered by the India Seller’s operation of the Businessor its Affiliates’ insurance coverage, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Dateif such coverage is insufficient; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred Liabilities expressly assumed by Buyer pursuant to Section 1.1(b)(v)6.09; (vi) all obligations Assumed Accounts Payable outstanding as of the Effective Time, except to the extent due and liabilities under owing to any Affiliate of the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii)India Seller; (vii) all obligations and liabilities Liabilities relating to or arising out of all warranties, representations and guarantees made by Sellers to Buyer or its Affiliates to the ownershipextent pertaining to the Business (excluding, leasing or operation for the avoidance of doubt, obligations of Sellers under the Leased Facilities, whether incurred prior to, on or following the Closing DateTransaction Agreements); (viii) to the extent permitted by the Bankruptcy Code or other applicable Law, all obligations and liabilities Liabilities accruing after the Effective Time under Environmental Laws, including those relating in respect of employee relations and benefits assumed byany way to the environment or natural resources, or which are otherwise human health and safety as related to Hazardous Materials, in each case, (A) solely to the responsibility ofextent pertaining to the Transferred Assets, Buyer pursuant and (B) provided that such Liabilities do not relate to Sections 4.6or arise out of or result from any act, 4.7 and 9.5;omission, event, condition or circumstance that occurred or existed on or prior to the Effective Time; and (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or Liabilities relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect amounts required to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New be paid by Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementhereunder.

Assumed Liabilities. On Subject to the Closing Datesatisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due all the following liabilities and obligations (other than Excluded Liabilities) of the Asset SellersSeller (collectively, the "ASSUMED LIABILITIES"), of every kind, nature, character and description, description (whether known or unknown, primary or secondary, direct or indirect, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due): (i) all liabilities and obligations under the Assigned Contracts, except as provided in each case Section 1.4 and except for liabilities and obligations with respect to any breach or default by the Seller occurring on or prior to the Closing Date of any of such Assigned Contracts or any condition existing on or prior to the Closing Date which, with the passage of time, would constitute such breach or default; (ii) all liabilities and obligations in respect of the Engineering Software Assets incurred by Buyer after the Closing Date except to the extent arising out of (A) the ownership or relating to use of the Acquired Engineering Software Assets or the conduct operation of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to Date or (B) Seller's use after the Closing DateDate of the Engineering Software Assets under the Ancillary Agreements; (iii) all liabilities and obligations and liabilities arising which arise on account of the manufacture, license or incurred sale of any products manufactured, licensed and/or sold by the Buyer on or its Affiliates after the Closing DateDate or services provided by Buyer or its Affiliates after the Closing Date other than the liabilities and obligations defined in Section 1.1(d)(ix); (iv) all liabilities and obligations and liabilities that arise out in respect of Buyer’s operation of employees or employee benefits which are specifically assumed by the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Datepursuant to Article IX; (v) all liabilities and obligations and liabilities under or arising out of for any Taxes for which the contracts, agreements, commitments and leases transferred Buyer is liable pursuant to Section 1.1(b)(v)Article VII; (vi) all liabilities and obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.51.4) under Section 1.51.4; (xivii) all obligations and liabilities for Environmental Matters (as defined subject to the exception in Section 2.17(a)(v1.1(c)(iii)); (xii) , and except to the extent arising out of the ownership or use of the Engineering Software Assets or operation of the Business prior to Closing Date, all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating related to the Acquired Engineering Software Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or incurred after the Closing Date; (xiiiviii) all liabilities and obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured manufactured, licensed or sold prior to, on by or services provided by Buyer or its Affiliates after the Closing Date; PROVIDED, regardless of whether any such claim was brought prior toHOWEVER, on or after that the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New assumption by Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.under

Assumed Liabilities. On Buyer shall, on and as of the Closing Date, Buyer accept and assume, and shall assume become and agree to paybe fully liable and responsible for, perform and discharge when due all other than as expressly set forth herein neither Seller shall have any further liability or responsibility for or with respect to, (i) liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating events occurring on and after the Closing Date related to Buyer's ownership of the Acquired Assets or the conduct and Buyer's operation of the Business before, on or after the Closing Date; (ii) accounts payable, including the following obligations accrued expenses, all deferred revenues and liabilities (any other than Excluded Liabilities) current liability of such Seller as of the Asset Sellers, in each case Closing Date (except the current portion of any bank debt or line of credit to the extent arising out of or be paid pursuant to Section 1.5) relating to the Business and included on such Seller's balance sheet, or incurred in the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of ordinary course since the date of such balance sheet, as determined in accordance with GAAP consistently applied (the Most Recent Balance Sheet "Assumed Current Liabilities"); and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or of such Seller relating to the Business which are to be performed after the Closing Date; (ivDate arising under the Contracts, including, without limitation, such Seller's obligations arising under the Sprint telecommunications contracts as set forth on Schedule 1.1(b) all as items 1(a) and 1(b) and such Seller's obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates to Subscribers (as defined in Section 1.52.16) on under such Contracts for (A) Subscriber deposits held by such Seller as of 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 such 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 Closing Date; Date (v(i), (ii) all obligations and liabilities under or arising out (iii) together, the "Assumed Liabilities"). The assumption of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing contracts or operation of the Leased Facilities, whether incurred prior to, on arrangements with Buyer or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, either Seller or any claim for breach of warranty in respect of their respective affiliates or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether subsidiaries. No parties other than Buyer and each Seller shall have any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business rights under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to Seller an undertaking in the form attached hereto as Exhibit A (the “Assumption Agreement”), pursuant to which Buyer, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due all only the following liabilities and obligations (other than Excluded Liabilities) of the Asset SellersSeller and its Transferred Subsidiaries, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and All liabilities (Aother than Taxes of any Transferred Subsidiary or Non-Stock Asset attributable to a Pre-Closing Tax Period and any escheatment reserves and any and all amounts held by Seller for refunds to customers that are subject to escheatment under applicable law) reflected on the Most Recent Balance Sheet (as defined in Section 2.62.5) or (B) otherwise arising out of the Final Balance Sheet, or relating to incurred after the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required Date but prior to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), exceptClosing, in the case ordinary course of clauses (A) and (B), to the extent satisfied prior to the Closing Datebusiness; (ii) all All obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that which arise out of Buyer’s or any of its Affiliates’ operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured provided or sold and/or services provided or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (viii) all All obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant Assigned Contracts or the Unassigned Master Agreements related to Section 1.1(b)(v); the Business (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities other than any liability arising solely out of or solely relating to a breach of contract that occurred prior to the ownership, leasing or operation of the Leased FacilitiesClosing Date), whether incurred prior tobefore, on or following after the Closing Date; (viiiiv) all All obligations and liabilities in respect of employee relations and benefits assumed by, or which that are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 9.4; (ixv) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all All obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.51.4) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)1.4; and (xviivi) all obligations All liabilities for Taxes relating to the Non-Stock Assets and liabilities in the Transferred Subsidiaries with respect of New Buyer Employees that arise to taxable periods, or portions thereof, beginning after the Closing DateDate and any liability for Taxes assumed pursuant to Section 8.5. Notwithstanding the foregoing, except for the assumption of the Assumed Liabilities shall not affect the rights of Buyer or any such obligations or liabilities that are specifically retained by either Asset Seller in Buyer Indemnified Party under Article VI of this Agreement.

Assumed Liabilities. On the Closing Dateterms and subject to the conditions set forth in this Agreement and the Local Transfer Agreements and subject to the exclusions set forth in Section 2.01(d), Buyer shall assume or shall cause to be assumed, effective at the Effective Time (whether directly or through the transfer of a Transferred Entity as contemplated by Section 2.06) and agree to thereafter timely pay, discharge and perform in accordance with their terms (or, in the case of a Transferred Entity, cause to be so paid, discharged and discharge when due performed), all liabilities Liabilities of Seller and obligations its Subsidiaries to the extent arising from or related to the Transferred Assets or the Business, as the same shall exist on or after the Closing Date and, except as set forth in Section 2.01(c)(iii), irrespective of whether the same shall arise prior to, on or following the Closing Date (other than Excluded the “Assumed Liabilities) ”). Without limiting the generality of the Asset Sellersforegoing, subject to Section 2.01(d), the Assumed Liabilities shall include the following Liabilities of every kind, nature, character any of Seller and descriptionits Subsidiaries, whether known or unknown, primary or secondary, direct or indirect, absolute fixed or contingent, due asserted or to become dueunasserted, in each case to the extent arising out of and not satisfied or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):extinguished: (i) all obligations and liabilities (A) Liabilities reflected on the Most Recent Balance Sheet Final Closing Statement (as defined in Section 2.6) or (B) otherwise arising out including any such Liabilities of or relating to Seller and its Subsidiaries for advances made under the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”Trade Payables Program), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to Liabilities arising under any of the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing DateAssumed Contracts; (iii) all obligations and liabilities arising Liabilities for Taxes imposed in respect of Transferred Assets for any taxable period (or incurred by Buyer on or portion thereof) beginning after the Closing Date; (iv) all obligations Liabilities as and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating from the Business (including all Liabilities with respect to the Acquired Assets or the conduct and operation of the Business prior toTransferred Assets), whether accruing before, on or after the Closing Date, regardless whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date, except, in each case, as set forth in Section 2.01(c)(iii); (xiiiv) all obligations and liabilities arising out of or relating to the repairLiabilities, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior towhether accruing before, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivA) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case under Environmental Laws to the extent relating to a Transferred Asset or the Business (excluding any Legacy Liability), including those relating in any way to the environment or Hazardous Materials, or (B) 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, Seller or any of its Subsidiaries to any Person (including any products for which a current or goods future owner or operator of the Transferred Assets or the Business manufactured may be alleged to be responsible as a matter of Law, contract or sold prior tootherwise), on or after in each case in this clause (B), in the Closing Date, regardless conduct of whether any such claim was brought prior to, on or after the Closing DateBusiness; (xvvi) all obligations and liabilities for claims relating to Liabilities under the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Dedicated Pension Plans; and (xviivii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementLiabilities expressly transferred pursuant to Exhibit E hereof.

Assumed Liabilities. On In further consideration for the Closing Datesale of the Assets, at the Closing, and subject to the other terms and conditions of this Agreement, Buyer shall will satisfy Buyer’s obligations under the Employee Agreement and will assume and agree to pay, perform and discharge when due due, all the liabilities and obligations (other than Excluded Liabilities) of the Asset Sellersobligations, of every kind, kind or nature, character and description, whether known of Seller or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent any of its Affiliates arising out of or relating to: (a) the ownership of the Assets and the conduct or operation of the Business prior to the Acquired Closing Date, other than the Retained Liabilities; (b) the ownership or use of the Assets by Buyer or the conduct or operation of the Business beforeby Buyer, in each case on or and after the Closing Date, including the following all liabilities, responsibilities and obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to or arising from the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):following: (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as performance of the date of the Most Recent Balance Sheet Assumed Contracts and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, Permits included in the case of clauses Assets and assigned to Buyer at Closing, except that Buyer shall not assume any liabilities or obligations for (Ax) and (B), to the extent satisfied any breach or default by Seller under any such Contract or Permit occurring or arising prior to the Closing Date; Date or (iiy) all obligations and liabilities incurred subsequent the payment of money with respect to the Balance Sheet Date (as defined in Section 2.6) and on any obligation arising under any such Contract or Permit prior to the Closing Date, except in the case of this clause (y) to the extent satisfied prior (and only to the extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement) (such obligations and liabilities referred to in clauses (x) and (y), the “Retained Contract Liabilities”); (ii) (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the extent (and only to the extent) such advances and deposits are reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement), and (y) unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, and to the extent any such individual obligations set forth in this clause (y) exceed $1,000,000.00, as set forth on Schedule 2.2(b)(ii), in each case relating to the Business and outstanding on or arising after the Closing Date; (iii) all obligations the Assumed Environmental Liabilities; Article XI; (iv) Taxes for periods on and liabilities after the Closing Date to the extent Buyer is obligated to pay such Taxes in accordance with (v) Proceedings based on conduct, actions, inaction, facts, circumstances or conditions arising or incurred by Buyer occurring on or after the Closing Date; Date (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business periods prior to, on or after the Closing Date), regardless of whether including Proceedings arising from or related to any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Dateother Assumed Liability; (xiiic) all obligations and liabilities arising out of or relating included (to the repairextent included, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of not just limited to those relating primarily to the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivBusiness) all as obligations and liabilities arising out of or relating to any product liability claim on the Base Statement (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case as adjusted pursuant to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Final Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xviStatement); and (xviid) all obligations and liabilities in respect of New Buyer Employees that arise after and its Affiliates under the Closing DateEmployee Agreement. The liabilities, except for any such responsibilities and obligations or liabilities that to be assumed by Buyer pursuant to this Section 2.2 are specifically retained by either Asset Seller hereinafter collectively referred to as the “Assumed Liabilities.” Notwithstanding anything in this AgreementSection 2.2 to the contrary, the Assumed Liabilities shall not include any liabilities, responsibilities or obligations expressly stated to be Retained Liabilities pursuant to Section 2.3.

Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due all only the following liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and descriptionin each case, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, contingent and due or to become due, in each case to but excluding the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Liabilities (collectively, the “Assumed Liabilities”): (i) all liabilities and obligations of the Asset Sellers, of every kind, nature, character and description, in each case to the extent primarily arising out of, or primarily relating to, the Acquired Assets or the conduct of the AS&O Business before the Closing Date; (ii) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise primarily arising out of of, or primarily relating to, the AS&O Business on or prior to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which Date that are not required to be reflected thereon on the Most Recent Balance Sheet according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (iiiii) all obligations and liabilities incurred subsequent to by the Asset Sellers primarily arising out of, or primarily relating to, the AS&O Business after the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of (A) the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v)2.1(b)(vi) and (B) the Assigned Real Property Leases; (viv) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii2.1(b)(xi); (viivi) all obligations and liabilities arising out of the ownership, leasing or operation operation, as applicable, of any of the Assigned Leased Facilities or the Owned Facilities, whether incurred prior to, on or following to the Closing Date; (viiivii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 Section 10.6; (viii) all obligations and 9.5liabilities for any Taxes which are expressly the responsibility of Buyer pursuant to Article IX; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIIIEnvironmental Matters; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent primarily arising out of of, or primarily relating to to, the Acquired Assets or the conduct and operation of the AS&O Business prior to, on or after to the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after to the Closing Date; (xiiixi) all obligations and liabilities arising out of or relating to the for repair, rework, replacement or return of, or any claim for breach of warranty in respect of of, or refund of the purchase price of, products or goods of the Business manufactured or sold by Asset Sellers primarily in the conduct and operation of the AS&O Business prior to, on or after to the Closing Date, regardless of whether any such claim was brought prior to, on or after to the Closing Date; (xivxii) all obligations and liabilities for claims relating to the AS&O Business with respect to workers compensation claims (whether or not properly reported as of the Closing); and (xiii) all obligations and liabilities arising out of of, or relating to to, any product liability claim (including any such claim arising out of or relating to injury to or death of persons)persons or damage to, damage to or destruction of property or any worker’s compensation claimof, property), in each case to the extent relating to products or goods of the Business manufactured or sold by Asset Sellers primarily in the conduct and operation of the AS&O Business prior to, on or after to the Closing Date, regardless of whether any such claim was brought prior to, on or after to the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On In further consideration for the Closing Datesale of the Assets, at the Closing, and subject to the other terms and conditions of this Agreement, Buyer shall will satisfy Buyer’s obligations under the Employee Agreement and will assume and agree to pay, perform and discharge when due due, all the liabilities and obligations (other than Excluded Liabilities) of the Asset Sellersobligations, of every kind, kind or nature, character and description, whether known of Seller or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent any of its Affiliates arising out of or relating to: (a) the ownership of the Assets and the conduct or operation of the Business prior to the Acquired Closing Date, other than the Retained Liabilities; (b) the ownership or use of the Assets by Buyer or the conduct or operation of the Business beforeby Buyer, in each case on or and after the Closing Date, including the following all liabilities, responsibilities and obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to or arising from the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):following: (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as performance of the date of the Most Recent Balance Sheet Assumed Contracts and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, Permits included in the case of clauses Assets and assigned to Buyer at Closing, except that Buyer shall not assume any liabilities or obligations for (Ax) and (B), to the extent satisfied any breach or default by Seller under any such Contract or Permit occurring or arising prior to the Closing Date; Date or (iiy) all obligations and liabilities incurred subsequent the payment of money with respect to the Balance Sheet Date (as defined in Section 2.6) and on any obligation arising under any such Contract or Permit prior to the Closing Date, except in the case of this clause (y) to the extent satisfied prior (and only to the extent) such obligation is reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement) (such obligations and liabilities referred to in clauses (x) and (y), the “Retained Contract Liabilities”); (ii) (x) customer advances, customer deposits and construction advances, except in the case of this clause (x) to the extent (and only to the extent) such advances and deposits are reflected on the Base Statement (as adjusted pursuant to the Final Closing Statement), and (y) unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, and to the extent any such individual obligations set forth in this clause (y) exceed $1,000,000.00, as set forth on Schedule 2.2(b)(ii), in each case relating to the Business and outstanding on or arising after the Closing Date; (iii) all obligations the Assumed Environmental Liabilities; (iv) Taxes for periods on and liabilities after the Closing Date to the extent Buyer is obligated to pay such Taxes in accordance with Article XI; (v) Proceedings based on conduct, actions, inaction, facts, circumstances or conditions arising or incurred by Buyer occurring on or after the Closing Date; Date (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business periods prior to, on or after the Closing Date), regardless of whether including Proceedings arising from or related to any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Dateother Assumed Liability; (xiiic) all obligations and liabilities arising out of or relating included (to the repairextent included, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of not just limited to those relating primarily to the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivBusiness) all as obligations and liabilities arising out of or relating to any product liability claim on the Base Statement (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case as adjusted pursuant to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Final Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xviStatement); and (xviid) all obligations and liabilities in respect of New Buyer Employees that arise after and its Affiliates under the Closing DateEmployee Agreement. The liabilities, except for any such responsibilities and obligations or liabilities that are specifically retained to be assumed by either Asset Seller in Buyer pursuant to this Agreement.Section

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.01(d), Buyer at the Closing, the Acquiror shall assume and agree thereafter to pay, discharge, satisfy and perform and discharge when due in accordance with their terms, all liabilities and obligations (other than Excluded Liabilities) Liabilities of the Sellers to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset, except to the extent such Liability arose out of the operation or conduct of the Energy Storage Business or arose out of or is related to any Excluded Asset, as the same shall exist immediately prior to the Closing or arise thereafter (the “Assumed Liabilities”). Without limiting the preceding sentence, and subject to the exclusions set forth in Section 2.01(d), the following is a non-exclusive list of Assumed Liabilities: (i) all Liabilities arising out of or relating to (A) any of the Assumed Contracts, except to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to any Excluded Asset Sellersor (B) any other Contract, to the extent arising out of every kindthe operation or conduct of the Business or arising out of or relating to any Transferred Asset; (ii) all Liabilities for Taxes with respect to the Transferred Assets or the Business except as set forth in Section 2.01(d)(iv) or Article VII; (iii) all Liabilities with respect to any Action to the extent arising out of the operation or conduct of the Business or arising out of or relating to any Transferred Asset (any such Action, nature, character and description, whether known an “Assumed Action”) except to the extent such Liabilities arise out of the operation or unknown, primary conduct of the Energy Storage Business or secondary, direct are related to or indirect, absolute or contingent, due or to become due, in each case arising under any Excluded Asset; (iv) (A) all Liabilities to the extent arising out of or relating to the Acquired Assets employment of any present or the conduct former Business Employee (or termination of the employment of any Business before, on or after the Closing DateEmployee), including the following obligations pension liabilities and liabilities (other than Excluded LiabilitiesB) of the Asset Sellersthose Liabilities that are expressly assumed pursuant to Article VI; (v) all payables for goods, in each case products or services related to the extent Business; (vi) all other Liabilities arising out of or relating to the Business ownership or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out operation of or relating to the Business or the Acquired Transferred Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii)Closing; (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations Liabilities to the extent arising out of the operation or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including Transferred Asset or any such claim property formerly owned, operated or used by the Business, except to the extent arising out of the operation or conduct of the Energy Storage Business or arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Excluded Asset; and (xviiviii) all obligations and liabilities the Liabilities listed in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementSchedule 2.01(c)(viii) hereto.

Assumed Liabilities. On (a) Subject to the Closing Dateterms and conditions set forth herein, Buyer at the Closing, Holdings shall assume and agree to pay, perform be liable and discharge when due all otherwise responsible for the following liabilities and obligations of Triple Sub: (other than Excluded Liabilitiesi) the liabilities and obligations of Triple Sub under the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case Triple Sub Contracts to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or from and after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilitiesliabilities and obligations relating to pre-closing breaches); (ii) all current liabilities of Triple Sub as of the Asset Sellers, in each case Closing Date to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and such liabilities (A) are reflected on the Most Recent Triple Sub Balance Sheet (as defined in Section 2.63.6(a)) or incurred after January 31, 2006 and which in each case are included in the computation of Triple Sub Net Working Capital; and (Biii) otherwise arising out the liabilities and obligations of or Triple Sub relating to the Business or the Acquired Assets as Triple Sub Transferred Employees expressly assumed by Holdings pursuant to Article 10 (all of the date of foregoing are referred to herein collectively as the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAPTriple Sub Assumed Liabilities”); provided, excepthowever, in the case of clauses that Triple Sub Assumed Liabilities shall not include, among others, (Au) and (B), except to the extent satisfied prior included in the Triple Sub Net Working Capital pursuant to the Closing Date; clause (ii) all obligations and liabilities incurred subsequent above, any liability or obligation under any Triple Sub Contract required by the terms thereof to the Balance Sheet Date (as defined in Section 2.6) and on or be discharged prior to the Closing Date, except to (v) any liability or obligation incurred in violation of the extent satisfied provisions of this Agreement, (w) any liability or obligation arising out of a breach or default by Triple Sub or Triple prior to the Closing Date; (iii) all obligations and liabilities arising including an event that with the passage of time or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out giving of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed bynotice, or which are otherwise the responsibility ofboth, Buyer pursuant to Sections 4.6would become such a breach or default) under any Triple Sub Contract, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations any liability for Taxes of Triple Sub except as expressly provided herein, (y) any liability for post-retirement welfare, medical or life insurance benefits, (z) any Indebtedness of Triple or of Triple Sub and liabilities arising out of any obligation or liability relating thereto, (uu) except as provided in Section 10.3, any liability or obligation relating to Deferred Items (as defined costs and expenses incurred by Triple or Triple Sub in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities connection with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out sale of or relating to the Triple Sub Acquired Assets or the conduct and operation Triple Sub Business, (vv) any liability or obligation of the Business prior Triple or Triple Sub under this Agreement, (ww) any liability or obligation of Triple or Triple Sub owing to any of its Affiliates, including, but not limited to, on management fees, (xx) any liability or after the Closing Dateobligation of any current or former Affiliates of Triple or Triple Sub for which Triple or Triple Sub is liable as a member of a consolidated group, regardless controlled group or affiliated group or otherwise, (yy) except as provided for in Article 10, any liability or obligation of whether any such action, suit, proceeding, dispute, claim Triple or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or Triple Sub relating to the repairtermination by Triple or Triple Sub at or prior to the Closing of any of its employees, rework(zz) any liability under any employment, replacement severance, retention or return of, termination agreement with any employee of Triple Sub relating to circumstances occurring prior to the Closing or any claim for breach liability of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities Triple Sub arising out of or relating to any product employee grievance related to circumstances occurring prior to the Closing whether or not the affected employees are hired by Holdings or (aa) any liability claim of Triple Sub to any shareholder or to any Affiliate related to circumstances occuring prior to the Closing. (b) Subject to the terms and conditions set forth herein, at the Closing, Triple Sub shall assume and be liable and otherwise responsible for the following liabilities and obligations of the Holdings: (i) the liabilities and obligations of the Holdings Newspapers, under the Holdings Contracts to the extent arising from and after the Closing (other than liabilities and obligations relating to pre-closing breaches); (ii) all current liabilities of the Holdings Newspapers as of the Closing Date to the extent such liabilities are reflected on the Holdings Balance Sheets (as defined in Section 4.6(a)) or incurred after January 31, 2006 and which in each case are included in the computation of Holdings Net Working Capital; and (iii) the liabilities and obligations of Holdings relating to the Holdings Transferred Employees expressly assumed by Triple Sub pursuant to Article 10 (all of the foregoing are referred to herein collectively as the “Holdings Assumed Liabilities”); provided however, that Holdings Assumed Liabilities shall not include, among others, (u) except to the extent included in the Holdings Net Working Capital pursuant to clause (ii) above, any liability or obligation under any Holdings Contract required by the terms thereof to be discharged prior to the Closing Date, (v) any liability or obligation incurred in violation of the provisions of this Agreement, (w) any liability or obligation arising out of a breach or default by Holdings prior 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 such claim Holdings Contract, (x) any liability for Taxes of Holdings, except as expressly provided herein, (y) any liability for post-retirement welfare, medical or life insurance benefits, (z) any Indebtedness of Holdings and any obligation or liability relating thereto including, but not limited to, any debt, obligation, indebtedness or other liability to Retirement System of Alabama or any of its Affiliates, (uu) except as provided in Section 10.3, any liability or obligation relating to costs and expenses incurred by Holdings in connection with the sale of the Holdings Acquired Assets or the Holdings Business, (vv) any liability or obligation of Holdings under this Agreement, (ww) any liability or obligation of Holdings owing to any of its Affiliates, including, but not limited to, management fees, (xx) any liability or obligation of any current or former Affiliates of Holdings for which Holdings is liable as a member of a consolidated group, controlled group or affiliated group or otherwise, (yy) except as provided for in Article 10, any liability or obligation of Holdings relating to the termination by Holdings at or prior to the Closing of any of its employees, (zz) the Holdings Excluded Contracts, (aa) any liability under any employment, severance, retention or termination agreement with any employee of Holdings relating to circumstances occurring prior to the Closing or any liability of Holdings arising out of or relating to injury any employee grievance related to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case circumstances occurring prior to the extent relating Closing whether or not the affected employees are hired by Triple Sub, or (bb) any liability of Holdings to products any shareholder or goods of the Business manufactured or sold to any Affiliate related to circumstances occuring prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementClosing.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions of this ------------------- Agreement, Buyer shall assume and agree to payassume: (a) all current liabilities of Sellers (including, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectivelywithout duplication, the “Assumed Liabilities”): outstanding float consisting of checks or other payment items (iincluding Outstanding ACHs) all obligations issued and liabilities (Aoutstanding against Sellers' operating accounts) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (i) with respect to Employees in Good Standing, Sellers' obligation to make payments under and in accordance with the terms of the Retention Bonus Program, in each case only to the extent that the Closing occurs before the relevant payment is required to be made; provided , that -------- payments under the Retention Bonus Program otherwise due upon confirmation of Sellers' plan of reorganization shall instead be payable at Closing, and (ii) all COBRA liabilities of Sellers; and (c) liabilities and obligations under all Assumed Contracts (including, without limitation, the ▇▇▇▇▇▇▇▇ Employment Agreement and the Severance Agreements) and the Assumed Real Property Leases. The liabilities incurred subsequent described in Sections 2.2(a) and 2.2(b) shall hereinafter be referred to as the Balance Sheet Date (as defined "Assumed Current Liabilities". The Assumed Current --------------------------- Liabilities and the liabilities described in Section 2.62.2(c), shall hereinafter be referred to collectively as the "Assumed Total Liabilities"; provided, ------------------------- -------- however that, the current liability portion of the Assumed Contracts and Assumed Real Property Leases shall be included in the Assumed Current Liabilities. Other than the Assumed Total Liabilities, no indebtedness, obligation or liability of Sellers is assumed by Buyer, including without limitation any liability for the payment of (i) and on or prior to any professional person retained in the Cases, (ii) any Taxes of the Sellers for any period through the day before the Closing Date, except to the extent satisfied prior to the Closing Date; or (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities liability for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s selfinter-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementpayables.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to Seller an undertaking (the "Assumption Agreement"), in the form attached hereto as Exhibit E, pursuant to which Buyer, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due all due, upon the terms and subject to the conditions of this Agreement, the following liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):obligations: (i) all All liabilities and obligations of Seller under the Contracts other than liabilities and liabilities obligations arising from a breach, default or violation of a Contract (Aother than breaches of warranty) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Dateby Seller; (ii) all All liabilities and obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined A) in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities respect of any Acquired Asset arising or incurred by Buyer on and after the Closing Date, and (B) in respect of Products sold or to be sold pursuant to Buyer Assumed Purchase Orders; (iii) All liabilities and obligations of Seller which arise on account of Buyer's use of the Acquired Assets and/or the manufacture, sale or support of any Products manufactured and/or sold and/or supported by Buyer on and after the Closing Date; (iv) all All liabilities and obligations of Seller to provide Customers with (A) software and liabilities that arise out of Buyer’s operation of hardware warranty or maintenance services (both during the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or warranty period and after the Closing Date;warranty period) for Products manufactured and sold to Customers, (B) repair and replacement services, (C) technical support and (D) software support, including software upgrades, excluding liabilities and obligations for (1) Seller's service and support plans, as listed (v) all All liabilities and obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v)licenses for the Desktop Software; (vi) all All liabilities and obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits expressly assumed by, or which are otherwise the responsibility of, by Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 5.6; (ixvii) all All training liabilities and obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations related to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior toProducts, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi1.1(d)(vii); and (xviiviii) all All other liabilities and obligations listed on Schedule 1.1(d)(viii). The liabilities and liabilities obligations assumed by Buyer in respect of New Buyer Employees that arise after accordance with this Section 1.1(d) are sometimes hereinafter referred to as the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement"Assumed Liabilities."

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions of this Agreement, Buyer shall agrees, effective at the relevant Effective Time, to assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) Liabilities of Seller or any of the Asset Sellers, Retained Subsidiaries (or any predecessor of every kind, nature, character and description, whether known any of the foregoing or unknown, primary any prior owner of all or secondary, direct part of the businesses or indirect, absolute assets of any of the foregoing) primarily relating to or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Purchased Assets or the conduct of the Business before, on (as currently or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilitiesformerly conducted) of whatever nature, whether presently in existence or arising hereafter, except for the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Excluded Liabilities (collectively, the “Assumed Liabilities”):), including the following: (a) all Liabilities set forth on the Balance Sheet, and all Liabilities incurred after the Balance Sheet Date to the extent not satisfied prior to the Effective Time of the Closing; (b) all Liabilities of Seller or any of the Retained Subsidiaries arising under the contracts, agreements and other instruments referenced in Section 2.02(d); (c) all Liabilities primarily relating to or arising out of the Purchased Assets or the Business (as currently or formerly conducted) arising out of or in connection with acts or omissions at or prior to the Effective Time of the Closing; (d) all Liabilities under warranty obligations relating to any products manufactured or sold by the Business at or prior to the Effective Time of the Closing; (e) all Liabilities or obligations arising out of any Action related to or arising out of the Business or the Purchased Assets; (f) all trade accounts payable and other accounts and notes payable; (g) (i) all Liabilities with respect to each Transferred Employee, other than any such Liabilities that are expressly retained by Seller pursuant to Section 7.05 or Article 9, (ii) all Liabilities expressly assumed by Buyer pursuant to Section 7.05 or Article 9 and (iii) all Liabilities under any Purchased Subsidiary Benefit Plan or Assumed Plan; (h) all Liabilities primarily relating to or arising out of the Purchased Assets or the Business (as currently or formerly conducted) arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time of the Closing; (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) Liabilities for any Third Party Claim relating to, or (B) otherwise arising out of, the use, application, malfunction, defect, design, operation, performance or suitability of or relating to any product of the Business manufactured, sold or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied distributed prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation Effective Time of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Closing; and (xviij) all Assumed Environmental Liabilities. Buyer’s obligations and liabilities 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 respect of New Buyer Employees that arise after the Closing Date, except for Transaction Documents or any such obligations other agreement or liabilities that are specifically retained by either Asset Seller document delivered in this Agreementconnection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. On the Closing Date, Buyer shall, or shall cause one or more of its Designated Affiliates to, deliver to each Asset Seller a Local Transfer Agreement and/or an undertaking in the form attached hereto as Exhibit B (the “Assumption Agreement”), pursuant to which Buyer, or such Designated Affiliate, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the each Asset SellersSeller, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing DateDate (collectively, the “Assumed Liabilities”), including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):Assets: (i) all All obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or and (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet Date (as defined in Section 2.6) and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), exceptin each case, in the case of clauses (A) and (B), except to the extent satisfied prior to the Closing Date; (ii) all All obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing DateClosing; (iii) all All obligations and liabilities arising or incurred by Buyer or its Designated Affiliates on or after the Closing Date; (iv) all All obligations and liabilities that which arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined Designated Affiliates, in Section 1.5) each case on or after the Closing Date; (v) all All obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v1.1(b)(vi); (vi) all All obligations and liabilities under the licenses, permits permits, consents, approvals and franchises transferred pursuant to Section 1.1(b)(vii1.1(b)(viii), whether incurred prior to, on or following the Closing Date; (vii) all All obligations and liabilities arising out of the ownership, leasing ownership or operation of the Leased Facilitiesany Asset Seller Owned Real Property, whether incurred prior to, on or following the Closing Date; (viii) all All obligations and liabilities arising out of the ownership, leasing or operation of any Asset Seller Leased Facility, whether incurred prior to, on or following the Closing Date; (ix) All obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and Section 9.5; (ixx) all All obligations and liabilities for any Taxes and expenses assumed by, or which are otherwise the responsibility of of, Buyer pursuant to Article VIII; (xxi) all All obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xixii) all All obligations and liabilities for Environmental Matters Obligations (as defined in Section 2.17(a)(v2.20(a)(vi)), whether incurred prior to, on or following the Closing Date; (xiixiii) all All obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiiixiv) all All obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivxv) all All obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date;; and (xvxvi) all obligations and All liabilities for pending claims relating to the Business under each an Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for , to the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after extent not satisfied prior to the Closing Date. Notwithstanding anything to the contrary in this Section 1.1(d), Buyer shall not assume any liabilities with respect to Taxes of PKI, any Business Subsidiary, any Seller or any Asset Seller except for the amount of any such obligations or liabilities that are specifically retained by either Asset Seller Non-Income Taxes expressly set forth in this Agreementthe Final Closing Working Capital Statement.

Assumed Liabilities. On In connection with the Closing Datepurchase and sale of the Purchased Assets pursuant to this Agreement, at the Closing, the Buyer shall is assuming and agreeing to pay, or is causing its designated Affiliates to assume and agree to pay, discharge, perform or otherwise satisfy the following, and discharge when due all liabilities and obligations (other than Excluded Liabilities) only the following, Liabilities of the Asset Sellers, Sellers or any Affiliate of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case the Sellers to the extent arising out related primarily to the Business (the "Assumed Liabilities"): (a) all Liabilities of the Business of the type noted on Schedule 2.3(a) to the extent specifically reserved for or reflected on the Schedule of Estimated Assets and Liabilities and all such Liabilities incurred in the Ordinary Course of Business following the date of the Schedule of Estimated Assets and Liabilities and reserved for or reflected on the balance sheet contained in the Final Closing Statement, as such balance sheet may be adjusted in accordance with Section 2.7 (for the avoidance of doubt, other than any Excluded Liabilities); (b) all Liabilities related (i) to the Retained Employees relating to statutory retirement or pension entitlements (including mandatory State base pension scheme and mandatory complementary pension scheme, including as specifically assumed pursuant to Section 2.3(a)), (ii) to salary, wages, bonuses, commissions, vacations, vacation pay and other compensation relating to the Acquired Assets employment of all Retained Employees or the conduct termination of the Business before, such employment on or and after the Closing Date, including and (iii) to a Retained Employee who is eligible to receive an offer of employment from the following obligations Buyer pursuant to Section 6.9 but does not receive such offer of employment, and liabilities (other than Excluded Liabilities) which arise directly or indirectly out of, as a result of, in connection with or pursuant to the Buyer's termination of the Asset Sellersemployment of such Retained Employees; (c) all Liabilities of the Sellers or any Affiliate of the Sellers (i) under the Assigned Contracts and closed purchase orders for the AECM Products arising in, in each case and solely to the extent relating to, periods after the Closing, (ii) under the Assigned Contracts and closed purchase orders for the AECM Products relating to product warranty matters arising out of in or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied periods prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and Closing, other than those Liabilities listed on Schedule 2.4(h); or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after under the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (Assigned Contracts as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred specifically assumed pursuant to Section 1.1(b)(v2.3(a); (vid) all obligations and liabilities under Liabilities arising after the licensesClosing with respect to the Other Intellectual Property; (e) all Liabilities for Taxes to be paid by the Buyer pursuant to this Agreement, permits and franchises transferred including Transfer Taxes pursuant to Section 1.1(b)(vii); (vii) all obligations 9.2 and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer GST Excess pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi9.3(b); and (xviif) all obligations and liabilities in respect Liabilities to the extent arising from the operation or conduct of New Buyer Employees that arise the Business after the Closing DateClosing, except for The Buyer has committed, under the French Business Put Option Agreement entered into with Sierra France, to assume the Assumed Liabilities of the French Business under the French Business Purchase Agreement. The assumption of, and agreement by the Buyer to pay, perform, and discharge, as and when due, the Assumed Liabilities will not prohibit the Buyer from contesting with any such obligations third party the amount, validity, or liabilities that are specifically retained by either Asset Seller in this Agreementenforceability of any of the Assumed Liabilities.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to Sellers an undertaking (the “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case contingent of Sellers to the extent arising out of primarily related to the Business or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) Other than obligations and liabilities expressly included in the Excluded Liabilities, all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.62.5) or and (B) otherwise arising out of or primarily relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), except to the extent satisfied prior to the Closing Date; (ii) Other than obligations and liabilities expressly included in the Excluded Liabilities, all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.62.5) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing DateClosing; (iii) Other than obligations and liabilities expressly included in the Excluded Liabilities, all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) Other than obligations and liabilities expressly included in the Excluded Liabilities, all obligations and liabilities that which arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Datebelow); (v) all All obligations and liabilities under or arising out of the contracts, agreements, commitments and leases Contracts transferred pursuant to Section 1.1(b)(v(a)(v); (vi) all All obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii1.1(a)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all All obligations and liabilities for any Taxes which are otherwise attributable to any tax period (or portion thereof) beginning after the responsibility Closing Date that relate to or arise out of Buyer pursuant to Article VIIIthe operation of the Business by the Buyer; (xviii) all Other than obligations and liabilities arising out of or relating to Deferred Items (as defined expressly included in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) the Excluded Liabilities, all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiiiix) all All obligations and liabilities arising out of or relating to the design, manufacture or sale of, including obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing DateDate in the ordinary course of business, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivx) all All obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claimproperty, in each case to the extent whether relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xviixi) all All obligations and liabilities specifically assumed by Buyer in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementSection 6.3.

Assumed Liabilities. On (a) Pursuant to the Plan, and upon the terms and subject to the conditions set forth herein, on the Closing Date, Buyer Venture Holdings shall cause Venture Delaware to assume and agree to paypay or otherwise discharge only those obligations or liabilities (w) that first arise after the Closing Date under any contracts or agreements included in the Transferred Assets, perform (x) with respect to Transferred Assets consisting of accrued real estate and discharge when personal property taxes that are not yet due all liabilities and obligations owing, and (other than Excluded Liabilitiesy) with respect to VSE, accrued payroll expenses of any employee of VSE who accepts an offer of employment made by Venture Holdings, in its sole discretion, and to the Asset Sellersextent reflected in the financial statements of VSE to be delivered pursuant to Section 6.1(v) or arising in the ordinary course of business after the dates of such financial statements, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become duebut, in each case case, excluding the Excluded Liabilities (the "Assumed Liabilities"). The terms of employment with respect to any employee of VSE to whom an offer of employment is made by Venture Holdings, including without limitation with respect to compensation and fringe benefits, shall be consistent with those applicable to employees of the Venture Entities having similar responsibilities and seniority. The parties acknowledge that the Transferred Winget Entities shall continue to be obligated for their respective o▇▇▇▇▇▇ions and liabilities except to the extent arising out of such obligations or relating liabilities constitute Excluded Liabilities or are otherwise subject to the Acquired Assets or Transferors' indemnity obligation as set forth in Section 11.1. (b) Venture Delaware shall not assume and the conduct Transferred Winget Entities shall not be liable following the Closing Date for: (▇) ▇▇▇t certain liability of Heavy to VSE (the Business before"VSE Receivable"), which as of July 31, 2003 was in the approximate amount of $930,974, in such amount as may exist on or after the Closing Date, including and that certain liability of Heavy to VIC EXECUTION COPY Management, L.L.C. (the following "VIC Receivable"), which as of July 31, 2003, was in the approximate amount of $2,245,385, in such amount as may exist on the Closing Date; (v) that certain liability of VSE to a former sales representative reflected on the books and records of VSE of approximately $150,000, (w) Taxes that are the obligation of the Transferors pursuant to Section 12.16; (x) obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case which are subject to the extent arising out of or relating to the Business or the Acquired Assets Transferors' indemnity obligation as set forth in Section 11.1; (collectively, the “Assumed Liabilities”): (iy) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of arising or resulting from the Business manufactured Retained Property; or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xvz) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangementsemployment of Larry J. Winget or his family members by any Winget Entity (collectiv▇▇▇, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi▇▇▇ "▇▇▇▇▇ded Liabilities"); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On the Closing Date, the Buyer shall deliver ------------------- to the Seller the Instrument of Assumption pursuant to which the Buyer shall assume and agree to paydischarge to the maximum extent permitted by law, perform and discharge when due all of the liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondarySeller, direct or indirect, known or unknown, absolute or contingent, due which relate to the Purchased Assets, other than Excluded Liabilities, in accordance with the respective terms and subject to the respective conditions thereof, including, without limitation, the following liabilities and obligations: (a) all liabilities and obligations of the Seller to be paid or performed after the Closing Date arising under (i) the Seller Agreements, the Environmental Permits, the Permits, the Leases, contracts and any other agreements assigned to become duethe Buyer pursuant to this Agreement in accordance with the terms thereof, and (ii) the leases, contracts and other agreements entered into by the Seller with respect to the Purchased Assets after the date hereof consistent with the terms of this Agreement (including in the case of (i) and (ii), without limitation, agreements with respect to liabilities for real or personal property taxes or other Taxes on any of the Purchased Assets); except, in each case case, to the extent arising such liabilities and obligations, but for a breach or default by the Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or relating default; (b) all liabilities and obligations associated with the Purchased Assets in respect of Taxes for which the Buyer is liable pursuant to Section 7.9 hereof; (c) any liabilities and obligations for which the Buyer has indemnified the Seller pursuant to Section 9.1 hereof; (d) all liabilities to employees for which the Buyer is liable pursuant to Section 7.11 hereof, including the Collective Bargaining Agreements and the Management Transition Plan; (e) any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (i) any violation or alleged violation of Environmental Law, prior to the Acquired Closing Date, with respect to the ownership or operation of the Purchased Assets, including, without limitation, any fines or penalties that arise in connection with the ownership or operation of the Purchased Assets prior to the Closing Date or the costs associated with correcting any such violations; (ii) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date), caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, discharged from, emitted from or migrating from the Purchased Assets prior to the Closing Date, including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the conduct soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; and (iii) the investigation and/or Remediation (whether or not such investigation or Remediation commenced before the Closing Date or commences after the Closing Date) of Hazardous Substances that are present or have been Released prior to the Closing Date at, on, in, under, discharged from, emitted from or migrating from the Purchased Assets, including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; provided, as to all of the Business beforeabove, that nothing set forth in this Section 2.3(e) shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4 hereof; (f) any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (i) any violation or alleged violation of Environmental Law, on or after the Closing Date, including with respect to the following obligations and liabilities (other than Excluded Liabilities) ownership or operation of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; Purchased Assets; (ii) all obligations and liabilities incurred subsequent compliance with applicable Environmental Laws on or after the Closing Date with respect to the Balance Sheet Date (as defined in Section 2.6) and on ownership or prior to operation of the Closing Date, except to the extent satisfied prior to the Closing Date; Purchased Assets; (iii) all obligations and liabilities arising loss of life, injury to persons or incurred property or damage to natural resources caused (or allegedly caused) by Buyer the presence or Release of Hazardous Substances at, on, in, under, discharged from, emitted from or migrating from the Purchased Assets on or after the Closing Date; , including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; (iv) all obligations and liabilities that arise out loss of Buyer’s operation of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the Businessoff-site disposal, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contractsstorage, agreementstransportation, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licensesdischarge, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownershipRelease, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed byrecycling, or which are otherwise the responsibility ofarrangement for such activities, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior toHazardous Substances, on or after the Closing Date, regardless in connection with the ownership or operation of whether any such action, suit, proceeding, dispute, claim the Purchased Assets; (v) the investigation and/or Remediation of Hazardous Substances that are present or investigation was commenced prior to, have been released on or after the Closing Date; Date at, on, in, under, discharged from, emitted from or migrating from the Purchased Assets, including, without limitation, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at the Purchased Assets; and (xiiivi) all obligations and liabilities arising out the investigation and/or Remediation of or relating to the repairHazardous Substances that are disposed, reworkstored, replacement or return oftransported, discharged, Released, recycled, or any claim for breach the arrangement of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior tosuch activities, on or after the Closing Date, regardless in connection with the ownership or operation of whether the Purchased Assets, at any such claim was brought prior toOff-Site Location; provided, on or after that nothing set forth in this Section 2.3(f) shall require the Closing DateBuyer to assume any liabilities that are expressly excluded in Section 2.4 hereof; (xivg) all liabilities and obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case the Seller with respect to the extent relating to products Purchased Assets under the agreements or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as consent orders set forth on Schedule 1.1(d)(xvi5.12; (h) subject to Sections 7.1(c) and (e), all liabilities incurred by the Seller with respect to the Maintenance and Capital Expenditures Amount made with respect to the Purchased Assets by the Seller except for any liabilities that Buyer has already paid to Seller at Closing as an accrued liability included in the Estimated Adjustment Amount; (i) all liabilities or obligations relating to leases for the Purchased Assets; and (xviij) all other liabilities or obligations exclusively relating to the Purchased Assets no matter when the events or occurrences giving rise to such liabilities or obligations took place. All of the foregoing liabilities and liabilities in respect of New obligations to be assumed by the Buyer Employees hereunder (excluding any Excluded Liabilities) are collectively referred to herein as the "Assumed Liabilities." It is understood and agreed that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller nothing in this AgreementSection 2.3 shall constitute a waiver or release of any claims arising out of the contractual relationships between the Seller and the Buyer. Nothing in this Section 2.3 shall be construed to require Buyer to assume any liability excluded by Section 2.4.

Assumed Liabilities. On Effective as of the Closing DateClosing, Buyer shall assume all of the Assumed Liabilities (hereinafter defined) by a written assumption agreement in form and agree substance reasonably acceptable to paySeller and Buyer. As used herein, perform the term "Assumed Liabilities" shall mean the collective reference to (i) any and discharge when due all liabilities and obligations (other than Excluded Liabilities) of Empire HK to any person or legal entity as of the Asset SellersClosing Date including without limitation, the liabilities listed on Exhibit 1.9 attached hereto; (ii) any and all liabilities and obligations relating to or arising out of every kindthe acquisition, natureownership or use of any of the Assets at any time after the Closing, character including, without limitation, all liabilities and description, whether known obligations under or unknown, primary or secondary, direct or indirect, absolute or contingent, due or primarily related to become due, in each case the Purchase Orders and the Contracts assumed hereunder and all other tangible and intangible property to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, included in the case of clauses (A) and (B)Assets, to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising any fee, commission or incurred by Buyer on other payment payable to any investment banker, broker or after the Closing Date; finder either (iva) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold retained by Buyer or any of its Affiliates Buyer's affiliates or agents or (b) claiming by, through or under Buyer or any of Buyer's affiliates or agents; (iv) any and all liabilities and obligations of Seller (including, without limitation, all obligations to cure any pre-petition or post petition breaches of Seller) under any of the Contracts existing as defined in Section 1.5) on or after of the Closing Date; ; (v) any and all obligations liabilities and liabilities under or obligations, if any, of Seller and/or Empire HK arising out of, or related to, the termination of any existing employees of Empire HK under Hong Kong law, including, without limitation, in the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); event Empire HK is placed into winding up or is deregistered; (vi) any and all obligations liabilities and liabilities under obligations, if any, for transfer taxes, sales taxes, or similar tax imposed by any Hong Kong or Chinese authority or law having jurisdiction over Empire HK or any of the licensesAssets in connection with, permits and franchises transferred pursuant or as a result of, the transfer of the Assets owned by Empire HK to Section 1.1(b)(vii); Buyer, (vii) all obligations any liabilities and liabilities arising out costs (including, without limitation, the return of any security deposit) which may be required to be paid in order to obtain ownership or possession of any molds located in Australia included in the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; Assets and (viii) all obligations any breach by Buyer of the representations, warranties and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility covenants of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On Buyer agrees that it will, at the Closing Dateand in connection with the foregoing sale, Buyer shall assignment, transfer and delivery of the Purchased Assets, assume and agree to pay, perform and discharge when due all liabilities and or obligations (other than Excluded Liabilities) of the Asset Sellers, Seller of every kind, any nature, character and description, whether known or unknown, primary and regardless of whether such liabilities or secondary, direct obligations relate directly or indirect, absolute or contingent, due or to become due, in each case indirectly to the extent Purchased Assets, existing or arising on or before the Closing Date or arising out of or relating in any manner to the Acquired Assets or conduct by the conduct Company of the Software Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):), except for the liabilities and obligations expressly identified on Schedule 2 attached hereto (the “Retained Liabilities”). Without limiting the generality of the foregoing, the Assumed Liabilities shall include the following: (ia) all liabilities or obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities Seller under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased FacilitiesAssumed Contracts, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior tobefore, on or after the Closing Date; (xiiib) all obligations or liabilities of Seller for indebtedness for borrowed money, except as specifically set forth on Schedule 3; (c) all liabilities or obligations of Seller under and liabilities arising out leases for real property to which Seller is a party or by which it is bound as of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless including without limitation, the lease for premises located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ between the Seller and Avalon Communities, effective March 1, 2007; (d) all amounts due officers, employees, agents or contractors of whether any such claim was brought prior to, Seller as of the Closing Date or arising out of services performed on or after prior to the Closing Date; (xive) all obligations and liabilities arising out of under or relating related to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Employee Plan; and (xviif) all obligations trade payables and liabilities in respect other accounts payable of New Buyer Employees that arise after the Seller as of the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall Purchaser will assume and agree to be liable for, and will pay, perform and discharge as and when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case the following Liabilities, but solely to the extent arising out of or relating that the same relate to the Acquired Assets or the conduct of the Business beforeAutomotive Business, on or after the Closing Date, including the following obligations as and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out not satisfied or extinguished as of or relating to the Business or the Acquired Assets Closing Date (collectively, the “Assumed Liabilities”): (i) all obligations the Liabilities (including accounts payable, bank overdrafts and liabilities (Aother current liabilities) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), Automotive Business to the extent satisfied prior reflected, or to the extent amounts are expressly reserved therefor, in Closing DateWorking Capital; (ii) all obligations and liabilities incurred subsequent Liabilities of either Seller or any of its affiliates (including Acquired Subsidiaries) arising out of, relating to or otherwise in any respect of Contracts included in the Acquired Assets to the Balance Sheet Date extent such obligations or liabilities (as defined in Section 2.61) and arise out of events or conditions occurring on or prior to after the Closing Date or arise out of the operation of the Automotive Business on or after the Closing Date, except to the extent satisfied prior to (2) arise, mature or become due on or after the Closing DateDate or (3) are reflected in Closing Working Capital; (iii) all obligations Liabilities in respect of lawsuits, actions and liabilities proceedings arising out of, relating to or incurred by Buyer on otherwise in any way in respect of the Transferred Employees, whether or not attributable to circumstances occurring before or after the Closing Date, including all claims under worker’s compensation statutes and grievances under Collective Bargaining Agreements, but excluding any non-worker’s compensation and non-grievance claims, lawsuits, actions, or proceedings pending on the Closing Date; (iv) all Liabilities arising out of, relating to or otherwise in any way in respect of the Leased Real Property or leases of equipment to the extent such obligations and or liabilities that arise out of Buyer’s events or conditions occurring on or after the Closing Date or arise out of the operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) Automotive Business on or after the Closing Date;. (v) all obligations Assumed Environmental Liabilities and liabilities under or arising out the portion of the contracts, agreements, commitments and leases transferred pursuant to Shared Environmental Liabilities for which Seller is not liable in accordance with Section 1.1(b)(v12.5(b)(i); (vi) all obligations Liabilities related to Employee Benefit Plans, other than those contemplated to be retained by Seller in Sections 6.1 and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii)6.2 of this Agreement; (vii) all obligations and liabilities arising out Liabilities for all Taxes of the ownership, leasing Automotive Business or operation of any Acquired Subsidiary to the Leased Facilities, whether incurred prior to, on or following the extent accrued in Closing DateWorking Capital; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth other Liabilities identified on Schedule 1.1(d)(xvi2.4(viii); and (xviiix) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementAssumed Indebtedness.

Assumed Liabilities. On Upon and subject to the terms, conditions, representations and warranties of Exicure contained herein, and subject to Section 2.4, Flashpoint hereby assumes and agrees to pay, perform, and discharge promptly and fully when due: (a) any Liabilities of Exicure under the Acquired Contracts, effective as of the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case but only to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or such Liabilities (i) first arise after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent do not arise from or relate to the Balance Sheet Date any breach by Exicure or its Affiliates of any provision of any of such Acquired Contracts, (as defined in Section 2.6iii) and do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations are reasonably ascertainable by reference to terms of such Acquired Contracts, and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of (b) (i) any products manufactured and/or sold by Buyer Liabilities constituting damages awarded to Northwestern University or any of its Affiliates Affiliate thereof (as defined “Northwestern”) arising in Section 1.5connection with facts underlying the Arbitration (“Northwestern Liabilities”), and (ii) on or after the Closing Date; (v) all obligations and liabilities under any Liabilities relating to or arising out of the contractsfrom any Contract, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed bydealing, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 relationship between Flashpoint and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or Northwestern after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case ((i) and (ii)) to the extent relating to products or goods any Acquired Assets ((a) and (b) together, the “Assumed Liabilities”). Flashpoint shall assume control of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; Arbitration (xv) all obligations and liabilities for claims relating subject to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as limitations and procedures set forth on Schedule 1.1(d)(xviin Section 8.3(b); and (xvii) all obligations and liabilities in Exicure shall not take any actions with respect to such Arbitration without Flashpoint’s written consent, which shall not be unreasonably withheld. For the purpose of New Buyer Employees clarification, Exicure shall not assume, and shall have no Liability for, any Liabilities of Assumed Liabilities of any kind, character or description, whether accrued, 13 absolute, contingent or otherwise, it being understood that arise after the Closing Date, except for Exicure is expressly disclaiming any such obligations express or liabilities that are specifically retained by either Asset Seller in this Agreementimplied assumption of any Assumed Liabilities.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) only the Liabilities of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Seller set forth below (collectively, the “Assumed Liabilities”):), and no other Liabilities. Buyer shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Assumed Liabilities which they are obligated to pay and satisfy. The Assumed Liabilities are limited to the following: (ia) all obligations and liabilities Liabilities specifically included in the calculation of Final Aggregate Closing Consideration under subsections (A) reflected on the Most Recent Balance Sheet ii), (as defined in Section 2.6iii) or (Biv) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”Section 1.06(a), except, with respect to clause (iv) including only the amounts under “Accounts Payable” on the Closing Statement prepared in accordance with the case of clauses Reference NWC Schedule and not under “Accrued Liabilities” under such Closing Statement; (Ab) and (Bthe Assumed Indebtedness listed on Schedule 1.03(b), but only to the extent satisfied prior to included in the calculation of the Aggregate Closing DateConsideration; (iic) all obligations under the Real Property Leases, Assigned Contracts and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing DatePermits, except but only to the extent satisfied prior such obligations arise and relate to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or periods after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of excluding any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities Liabilities arising out of or relating to any product liability claim (including breach or default or violation by any Seller or ▇▇▇▇▇▇▇ of any such claim Assigned Contracts or Permits) or are included in the calculation of Final Aggregate Closing Consideration under subsections (ii), (iii) or (iv) of Section 1.06(a); (d) all obligations of the Buyer under Section 6.06; and (e) all Liabilities and obligations arising out of or relating to injury to or death of persons), damage to or destruction of property or any workerBuyer’s compensation claim, in each case to the extent relating to products or goods ownership and operation of the Business manufactured or sold prior to, on or Purchased Assets after the Closing DateClosing. For the avoidance of doubt, regardless of whether Assumed Liabilities shall not include any such claim was brought prior to, on or after Liability included in the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementRetained Payables Amount.

Assumed Liabilities. On Upon and subject to the Closing Dateterms, Buyer shall assume conditions, representations and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) warranties of the Asset SellersSeller contained herein, and subject to Section 1.3(a), the Purchaser hereby assumes (i) any and all Liabilities of every the Seller or any Seller Affiliate of any kind, nature, character and or description, whether known accrued, absolute, contingent or unknownotherwise, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent relating to or arising out of the operation or relating to the Acquired Assets or the conduct of the Business beforeor the ownership of the Purchased Assets on or after the Closing, (ii) all Taxes with regard to the Business or the Purchased Assets other than Excluded Taxes, (iii) the Purchaser Severance Liabilities, (iv) all Liabilities and obligations in respect of the Transferred Employees, including all wages, salaries and other compensation and employee benefits (including any termination pay, severance pay, notice pay (contractual, statutory and/or common law), insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of any Transactional Agreement), retirement and any other benefits, premiums, claims and related costs) to the extent relating to or arising out of their employment with the Purchaser or any Purchaser Affiliate on or after the Closing, (v) all Liabilities in connection with the Leases to the extent relating to or arising during the period on or after the Closing Date, including and (v) the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case Liabilities relating to the extent or arising out of the operation or relating to conduct of the Business or the Acquired ownership of the Purchased Assets prior to the Closing: (A) Liabilities under the Seller Contracts, (B) Liabilities associated with outstanding service and warranty commitments in connection with the sale of Products in the Ordinary Course of Business and (C) Liabilities associated with factory guarantees or warranty commitments pursuant to the sale of Products in the Ordinary Course of Business (Liabilities assumed under clauses (i) through (v) of this Section 1.3(b) (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On In connection with the Closing Datesale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall will assume and agree to pay, perform and discharge when due all liabilities and the obligations (other than Excluded Liabilities) of Seller arising in connection with the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct operation of the Business beforeset forth in the following Sections 1.3(a) through 1.3(l), as the same shall --------------- ------ exist on the Closing Date (the "Assumed Liabilities"), and no others: ------------------- (a) all obligations of Seller with respect to accounts payable, other than accounts payable to Seller or an Affiliate of Seller, incurred for the purchase of materials and services rendered and invoiced in the ordinary course of and primarily in connection with Business (the "Accounts Payable"); ---------------- (b) all obligations of Seller under the Personal Property Leases arising and to be performed on or after the Closing Date, including the following and excluding any such obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied performed prior to the Closing Date; (iic) all obligations of Seller under the Business Contracts and liabilities incurred subsequent Business Licenses arising and to the Balance Sheet Date (as defined in Section 2.6) and be performed on or prior to after the Closing Date, except and excluding any such obligations arising or to the extent satisfied be performed prior to the Closing Date; (iiid) all obligations and liabilities arising or of Seller with respect to the security bonds, loans and/or mortgages set out in Schedule 1.3(d) that were incurred by the --------------- Seller in connection with the purchase of the Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, provided, however, that Buyer shall only -------- ------- assume the aggregate outstanding principal amount of such bonds, loans and/or mortgages to the extent such amount is no greater than five hundred thirty-two thousand thirty-six dollars ($532,036) and interest on or such principal amount of bonds accruing after the Closing Date; (ive) all obligations and liabilities that arise of Seller under surety bonds as set out of Buyer’s operation of in Schedule 1.3(e) to secure claims against the Business, provided that Buyer shall --------------- -------- only assume an obligation for claims made under such surety bonds to the use of extent that the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or basis and circumstance that gave rise to such claims occurred after the Closing Date; (vf) all obligations and liabilities under of Seller for replacement of, or arising out of the contractsrefund for, agreementsdamaged, commitments and leases transferred pursuant to Section 1.1(b)(v)defective or returned goods; (vig) all obligations and liabilities of Seller under the licensesPersonal Property Leases set out in Schedule 1.1(f)(ii); ------------------- (h) accrued and current liabilities incurred primarily in connection with the Business, permits and franchises transferred pursuant to Section 1.1(b)(vii)as reflected in the Closing Balance Sheet; (viii) all the claims asserted by Kb/TEL against Seller under the Kb/TEL Agreement, as described in Schedule 3.12; ------------- (j) the claims asserted by the Lemelson Medical, Education & Research Foundation Limited Partnership which are described in Schedule 3.12, ------------- but only to the extent such claims relate to the Assets (the "Lemelson Claim"); -------------- and (k) obligations of Seller with respect to the accrued vacation payable to Transferred Employees and liabilities arising out accrued sick leave payable to Transferred Employees to the extent accrued as of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) as of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case Closing the following to the extent arising out not previously performed or discharged and not an Excluded Liability set forth on Schedule 3.02: (a) all obligations of or relating Sellers which accrue and are to the Acquired Assets or the conduct of the Business before, on or be performed from and after the Closing Dateunder the Purchased Contracts, including the following obligations and liabilities (other than Excluded Liabilities) debts or obligations owed by Sellers or either of the Asset Sellers, in each case them to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer Health-Chem or any of its Affiliates (as defined in Section 1.5) on or after the Closing DateAffiliates; (vb) all other contractual obligations of Sellers incurred after April 30, 1999 in the ordinary course of business (other than debts or obligations owed by Sellers or either of them to Health-Chem or any of its Affiliates) or incurred with Buyer's written consent, and liabilities under or arising out which are continuing at the time of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Closing; and (xviic) the obligations of Sellers to pay an aggregate of $300,000 of "stay on" bonuses to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; (d) Sellers' obligations in the ordinary course of business to manufacture and/or sell products to customers pursuant to unfilled orders; (e) Sellers' obligations to purchase items in the ordinary course of business from vendors; and (f) to the extent not included in items (a) through (e), all obligations and liabilities in respect "Current Liabilities." For purposes of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement, "Current Liabilities" means, at a given time, all of Sellers' liabilities which are classified as current liabilities on their financial statements in accordance with GAAP, such Current Liabilities to be detailed in the Assumption Agreement or in a schedule thereto, but excluding: (i) any bank debt and guarantees of bank debt; (ii) any debts or obligations owed by Sellers or either of them to Health-Chem or any of its Affiliates; (iii) any guarantees made by Sellers or either of them for the benefit of Health-Chem or any of its Affiliates; (iv) any Excluded Liabilities; and (v) any liability ultimately found owing on (or any negotiated settlement of) the Hill Rom claim (sometimes known as the ▇▇▇▇▇▇▇▇▇▇▇ claim). Items (a) through (c) are collectively referred to herein as the "Assumed Contracts". Items (a) through (f) are collectively referred to herein as the "Assumed Liabilities".

Assumed Liabilities. On (a) At the Closing, Purchaser shall deliver to the Company an undertaking (the "Assumption Agreement") in the form to be agreed upon whereby Purchaser, on and as of the Closing Date, Buyer shall assume assumes and agree agrees to pay, perform and discharge when due (or promptly reimburse the Company to the extent the Company or its affiliates are required to make payments after the Closing Date on account of) (i) the liabilities and obligations of the Company and its Subsidiaries primarily attributable to the International Assets including, without limitation, the liabilities and obligations listed on Schedule 1.3 of the Disclosure Schedule, (ii) with respect to any corporate liabilities of the Company unknown to NGC or Parent that are not primarily attributable to the International Assets or to the Company's domestic assets, a pro rata portion of such corporate liabilities calculated based on a fraction the numerator of which is the Purchase Price and the denominator of which is the Merger Consideration (as defined in the Merger Agreement), (iii) all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case with respect to the extent arising out of or International Employees described in Section 6.2, including, without limitation, all liabilities and obligations relating to the Acquired Assets or International Employees under (a) the conduct of Destec Energy, Inc. 1996 Variable Pay Plan, (b) the Business beforeDestec Energy, on or after Inc. 1995 Variable Pay Plan, (c) the Closing DateDestec Special Recognition Award (SRA) Program, including (d) the following obligations Destec Energy, Inc. Amended and liabilities (other than Excluded Liabilities) of the Asset SellersRestated 1990 Award and Option Plan, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B)e) the Destec Foreign Service Policy, to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all severance costs, obligations under employment agreements and consulting agreements, and employee benefit liabilities arising as a result of (I) the termination of employment of any International Employees from and after the Closing Date or (II) the transactions consummated under this Agreement in respect of the International Employees (the cost, obligations and liabilities that arise out under this clause (iv) are collectively the "International Employee Obligations"), (v) each liability or obligation relating to any International Employee (with respect to employee benefit plans, in excess of Buyer’s operation any assets owned by the Company or the Subsidiaries and directly related to such plan or held by any trust with respect thereto sponsored or maintained by the Company or the Subsidiaries (other than the International Assets) which are available to satisfy or otherwise offset such liability or obligation), relating to any bonus, deferred compensation, incentive compensation, stock purchase, stock option, restricted stock, deferred stock, stock appreciation right, vacation policy, superannuation, severance or termination pay, hospitalization or other medical, life or other insurance, flexible benefit, cafeteria plan, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, employment agreements, consulting agreements and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by the Company or its Subsidiaries (the "International Employee Plans"), (vi) 50% of all severance costs, obligations under employment agreements, and employee benefit liabilities, including, without limitation, under any employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to by the Company or its Subsidiaries (collectively, "Severance Costs") arising as a result of the Businesstermination of Keys ▇. ▇▇▇▇▇, ▇▇., the use Company's President and Chief Operating Officer, such amount to be increased, on a dollar-for-dollar basis (to a maximum of 100% of all Severance Costs arising as a result of the Acquired Assets and/or sale termination of any products manufactured and/or sold Keys ▇. ▇▇▇▇▇, ▇▇.) by Buyer the Severance Costs avoided by Purchaser as a result of NGC's (or any of its Affiliates (as defined in Section 1.5affiliates') on or after the Closing Date; (v) all obligations and liabilities under or arising out hiring any of the contractsInternational Employees, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims transfer stamp taxes or investigations similar taxes arising in connection with the purchase of the International Assets by Purchaser. The liabilities and obligations assumed by Purchaser in accordance with this Section 1.3 are hereinafter referred to as the "Assumed Liabilities." (b) Notwithstanding anything above to the extent arising out of or relating contrary, the parties agree that, with respect to that certain Settlement Agreement dated May 6, 1994, between Ontario Hydro, a corporation continued pursuant to the Acquired Assets or Power Corporation Act, R.S.O. 1990 c. P-18 amended, Kingston CoGen Limited Partnership, an Ontario limited partnership ("KCLP") and the conduct Company (the "Settlement Agreement"), (i) any liabilities arising under the Settlement Agreement as a result of KCLP entering into an Additional PPA (as such term is defined in the Settlement Agreement) from and operation of the Business prior to, on or after the Closing Dateshall be deemed Assumed Liabilities, regardless and (ii) any liabilities arising under the Settlement Agreement as a result of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or the Company entering into an Additional PPA from and after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementshall be deemed Excluded Liabilities.

Assumed Liabilities. On the Closing Datebasis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due all the following Business liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to Seller (the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “"Assumed Liabilities”"): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.62.5) or (B) otherwise arising out of or relating to the Business or the Acquired Assets extent so reflected and any other liabilities as of the date of the Most Recent Balance Sheet and Date (as defined in Section 2.5) which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, as in the case effect as of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date"GAAP"), except to the extent satisfied prior to the Closing; (ii) all liabilities in existence as of the Closing DateDate that arose in the ordinary course of the business of the Seller, except to the extent satisfied prior to the Closing; (iii) all liabilities and obligations under the Assigned Contracts and under the Real Estate Leases, except as provided in Section 1.5; (iv) all liabilities and obligations under the Legal Permits transferred pursuant to Section 1.1(a)(viii); (v) all liabilities and obligations in respect of the Business or the Acquired Assets arising or incurred by the Buyer on or and after the Closing Date; (ivvi) all liabilities and obligations and liabilities that which arise out of Buyer’s operation on account of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by the Buyer or any of its Affiliates (as defined in Section 1.5) on or and after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all liabilities and obligations and liabilities arising out of the ownership, leasing or operation of the any Leased Facilities, whether incurred prior to, Facility on or following after the Closing; (viii) all liabilities and obligations for Environmental Matters (as defined in Section 2.18(a)(v)) or liability under common law with respect to Materials of Environmental Concern (as defined in Section 2.18(a)(iii)) which arise on or after the Closing Date; (viiiix) all liabilities and obligations and liabilities in respect of employees or employee relations and benefits assumed by, or which are otherwise assumed by the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all liabilities and obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation listed in Section 2.15 of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing DateDisclosure Schedule; (xiiixii) all liabilities and obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods (it being understood that a reserve for such liabilities may be included in the determination of the Business manufactured or sold prior to, Kellwood Closing Net Worth Amount based on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Datehistorical experience); (xivxiii) all liabilities and obligations and liabilities arising out of or relating to any product liability claim (arising on or after the Closing Date, including any such claim arising out of or relating to without limitation injury to or death of persons), damage to or destruction of property or any worker’s 's compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xviixiv) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Datefor claims which are covered by insurance, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementif any.

Assumed Liabilities. On the Closing Datebasis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellerseach Seller, of every kind, nature, character and description, description (whether known or unknown, primary or secondary, direct or indirect, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), which are related exclusively or primarily to the AIS Business or the Acquired Assets (the "Assumed Liabilities"), including, without limitation, the following liabilities and obligations, in each case to the extent arising out of related exclusively or relating primarily to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the AIS Business or the Acquired Assets (collectively, the “Assumed Liabilities”):Assets: (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.62.4) or (B) otherwise arising out of or relating to the Business or the Acquired Assets and any other liabilities as of September 30, 2001 (the date of the Most Recent "Balance Sheet and Date") which are not required to be reflected thereon according to United States generally accepted accounting principles as in effect as of the Balance Sheet Date (“U.S. "GAAP”"), except, in the case of clauses (A) and (B), except to the extent satisfied prior to the Closing DateClosing; (ii) all obligations and liabilities incurred arising subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing DateClosing; (iii) all liabilities and obligations under the Assigned Contracts and liabilities arising or incurred by Buyer on or after under the Closing DateReal Estate Leases, except as provided in Section 1.5; (iv) all liabilities and obligations and liabilities that arise out of Buyer’s operation of under the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Legal Permits transferred pursuant to Section 1.5) on or after the Closing Date1.1(a)(viii); (v) all liabilities and obligations and liabilities under or arising out in respect of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v)AIS Business or the Acquired Assets arising or incurred by the Buyer after the Closing; (vi) all liabilities and obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the any Leased FacilitiesFacility, whether incurred prior to, on Owned Real Property or following the Closing Dateother real property at any time; (viiivii) all liabilities and obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v2.18(a)) or liability under common law with respect to Materials of Environmental Concern (as defined in Section 2.18(a)) that relate exclusively or primarily to the AIS Business or the Acquired Assets; (xiiviii) all liabilities and obligations and in respect of employees or employee benefits assumed by the Buyer pursuant to Article IX; and (ix) all liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations that relate exclusively or primarily to the extent arising out of AIS Business or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementAssets.

Assumed Liabilities. On At the Closing DateClosing, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded LiabilitiesLiabilities (as defined in Section 1.1(d))) of the Asset SellersSeller, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case case, to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case Date or that are otherwise expressly assumed by Buyer pursuant to the extent arising out of or relating to the Business or the Acquired Assets this Agreement (collectively, the “Assumed Liabilities”):), including the following obligations and liabilities: (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale or provision of any products manufactured and/or or services related to the Business manufactured, licensed, sold or provided by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing DateClosing, except to the extent any such obligations or liabilities are expressly indemnifiable by Seller hereunder; (vii) all obligations and liabilities under or arising out of the contractsTransferred Contracts (including any liability or obligation related to any failure to obtain any consent, agreementslicense, commitments permit, waiver, approval or authorizations (a “Consent”) required to transfer Seller’s right, title and leases transferred pursuant to Section 1.1(b)(vinterest in any such contract, agreement, commitment or lease); (viiii) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii1.1(a)(i)(F); (viiiv) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased FacilitiesOwned Facility, whether incurred prior to, on or following the Closing Date; (viiiv) all obligations and liabilities arising out of or related to the employment or termination of any current employee of Seller exclusively engaged in respect the Business or named on Schedule 1.1(c)(v) (any such employee, including those named on Schedule 1.1(c)(v), a “Business Employee”), in each case, solely to the extent relating to the employment or termination of employee relations and benefits assumed by, such Business Employee by Buyer or which are otherwise any of its Affiliates following the responsibility of, Business Employee’s commencement of employment with Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for or any Taxes of its Affiliates or which are otherwise the responsibility of Buyer pursuant to Article VIIISection 7.6 (for the avoidance of doubt, Assumed Liabilities shall not include any liabilities or obligations in connection with the termination of any Business Employee by Seller or any Affiliate of Seller prior to the Closing); (xvi) all obligations and liabilities for any Taxes and expenses which are expressly assumed by Buyer pursuant to Section 7.8; (vii) all obligations and liabilities arising out of or relating to Deferred Items Specified Contracts (as defined in Section 1.5) under Section 1.5; (xiviii) all obligations liabilities, monetary damages, fines, penalties, costs and liabilities for Environmental Matters expenses (including reasonable attorneys’ fee and expenses) (collectively, “Damages”) resulting from or constituting any obligation of Seller or any of its Affiliates under any letter of credit or any other obligation or borrowing of the Business that are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Seller or any of its Affiliates as defined in Section 2.17(a)(v))of the Closing Date and set forth on Schedule 4.2; (xiiix) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent primarily arising out of or primarily relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, Date (regardless of whether identified in the Disclosure Schedule), other than any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date;Excluded Liabilities; and (xiiix) all obligations and liabilities arising out of or relating to products or services associated with any product or service manufactured, sold or provided in connection with the Business prior to, on or after the Closing Date (including any product liability claim and any claim for the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products any product or goods of the Business manufactured service associated with any such product or sold prior to, on or after the Closing Dateservice, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) ). From and after the Closing, Buyer shall indemnify Seller in respect of, and hold Seller harmless against, any and all obligations and liabilities arising out of Damages incurred or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property suffered by Seller or any worker’s compensation claim, in each case of its Affiliates to the extent relating to products resulting from or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementconstituting Assumed Liabilities.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to FFMC the Assumption Agreement, pursuant to which Buyer shall assume and agree to paydischarge the following obligations and liabilities of FFMC in accordance with their respective terms and subject to the respective conditions thereof: (a) All liabilities reflected in the calculation of Closing Net Working Capital; (b) The long-term liabilities of FFMC reflected on the Interim Balance Sheet as a dollar amount (including any interest thereon); (c) Except as disclosed on Schedule 2.2(J), perform and discharge when due all liabilities and obligations of FFMC to be paid or performed after the Closing Date under (i) the Seller Agreements, (ii) the leases, contracts and other than Excluded Liabilities) agreements not required by the terms of Section 5.20 to be listed in a Schedule to this Agreement and relating to the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, Business (but in each case case, only to the extent relating to the Business), (iii) the leases, contracts and other agreements entered into by FFMC with respect to the Business after the date hereof consistent with the terms of this Agreement and (iv) unfulfilled purchase and sale orders of the Division; (d) Except for the lawsuits, arbitrations, claims, suits, proceedings or investigations described in Schedule 5.22 (including any update of such Schedule but excluding item 5 on such Schedule), all lawsuits, arbitrations, claims, suits, proceedings or investigations arising out of or relating to the Acquired Assets Business; (e) Except as provided in Section 11.1(a), all liabilities and obligations related to, associated with or arising out of (i) the conduct occupancy, operation, use or control of any of the Division Real Property on or prior to the Closing Date or (ii) the operation of the Business before, on or after prior to the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out incurred under or imposed by any Environmental Law, including without limitation any Release or threatened Release of any Contaminant on, in, at, to, beneath or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities from (A) reflected on the Most Recent Balance Sheet Division Real Property (as defined in Section 2.6including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or (B) otherwise arising out of any real property or relating facility owned by a third Person to which Contaminants generated by the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied were sent prior to the Closing Date; (iif) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and All liabilities in respect of employee relations and benefits assumed by, or Taxes for which are otherwise the responsibility of, Buyer is liable pursuant to Sections 4.6, 4.7 and 9.5Section 8.2; (ixg) all obligations and The liabilities for any Taxes which are otherwise the responsibility of Buyer is liable pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)8.3; and (xviih) all Any liabilities or obligations with respect to any products or services that were marketed or sold prior to the Closing. All of the foregoing liabilities and liabilities in respect of New obligations to be assumed by Buyer Employees that arise after hereunder (excluding any Excluded Liabilities) are referred to herein as the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement"Assumed Liabilities."

Assumed Liabilities. On Subject to the Closing Dateterms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer shall will assume and agree undertake to pay, perform and discharge discharge, when due all liabilities and obligations (other than Excluded Liabilities) of otherwise in accordance with the Asset Sellersterms thereof, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including only the following obligations Liabilities of Seller and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating Seller Subsidiary Related to the Business or the Acquired Assets (collectively, other than the Liabilities listed in clauses (a) through (v) of Section 3.2) (the “Assumed Liabilities”): (ia) all obligations Liabilities of Seller and liabilities (A) reflected on the Most Recent Balance Sheet (Seller Subsidiary, as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) may be, under Contracts and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities Leases that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilitiesconstitute Assets, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiiib) all obligations Liabilities associated with accruals of deferred revenues, but only to the extent and liabilities arising out of in the amounts provided for on the Final Closing Net Assets Statement; (c) Liabilities to, or otherwise relating to the repair, rework, replacement or return employment of, or the Continued Employees and the UK Employees to the extent arising after the Effective Time and any claim for breach of warranty other Liabilities expressly assumed by Buyer pursuant to Article IX; (d) Liabilities in respect of Continued Employees arising under the WARN Act or refund any similar state Law to the extent arising after the Effective Time; (e) all Liabilities under the sales representation agreements to be entered into by Buyer pursuant to Section 8.13; (f) accounts payable and trade payables (whether current or past due), but only to the extent and in the amounts provided for on the Final Closing Net Assets Statement; (g) product warranty claims of third parties with respect to products sold or services rendered in the conduct of the purchase price ofBusiness, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought arising prior to, on or after the Closing Date; (xivh) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out claims of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating third parties with respect to products or goods of the Business manufactured or sold prior toBusiness, on or after the Closing Date, regardless of whether any such claim was brought arising prior to, on or after the Closing Date; (xvi) all obligations Liabilities for and liabilities for claims in respect of any Taxes relating to the Business, the Assets (including the Joint Venture) or the Assumed Liabilities for periods (or portions thereof) beginning after the Closing on the Closing Date (in the case of tax years including the Closing Date, Taxes shall be determined on a closing-of-the-books basis through the Closing, except for periodic Taxes (such as real property Taxes) which shall be determined on a daily pro rata basis). For the avoidance of doubt, Seller and Seller Subsidiary shall not be responsible for any Liabilities for or in respect of Taxes attributable to income or gain with respect to the Assets (including the Joint Venture) and the Business under each Asset Seller’s self-insurance arrangements, if anyresulting from any action taken by Buyer that is not contemplated by this Agreement that occurs after the Closing on the Closing Date; (xvij) all defined-benefit type pension liabilities for Liabilities with respect to the PKI Germany Acquired Employees as Joint Venture, including the Joint Venture Guaranties; (k) Liabilities based upon, arising out of, relating to or otherwise in connection with any pending, threatened or future Action with respect to any events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the Closing Date (whether asserted prior to, on or after the Closing Date) (other than Liabilities based upon, arising out of, relating to or otherwise in connection with the Actions set forth on Schedule 1.1(d)(xvi3.2(a)); (l) Liabilities based upon, arising out of, relating to or otherwise in connection with any tort, whether arising prior to, on or after the Closing Date; (m) Liabilities based upon, arising out of, relating to or otherwise in connection with claims of alleged infringement with respect to the Business Intellectual Property, whether arising prior to, on or after the Closing Date; (n) other Liabilities to the extent arising out of or resulting from the operation after the Effective Time by Buyer of the Business or the ownership or use after the Effective Time by Buyer of the Assets; (o) other Liabilities for which Buyer is made responsible pursuant to this Agreement or any other Transaction Document; (p) other Liabilities which are not included in clause (a) through (o) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Net Assets Statement; and (xviiq) all obligations and liabilities in respect Liabilities relating to a successful claim by a UK Employee that the change of New Buyer Employees employer arising by reason of the operation of the Transfer Regulations is a significant change which is to his detriment or that arise a substantial change is proposed to be made to his working conditions on or after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementwhich is to his detriment. Buyer will assume no other Liabilities whatsoever.

Assumed Liabilities. On As of the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due all in accordance with the respective terms of each of (i) the obligations arising during and relating to the period after the Effective Time under the Assumed Contracts; (ii) exclusive of expenses to be paid by Seller pursuant to Section 12.3 hereof, those accounts payable and other current liabilities of Seller identified on the July 31, 2012 balance sheet of Seller and obligations such other substantially similar accounts payable and current liabilities incurred by Seller through the Closing Date in the ordinary course of its business consistent with Seller’s past practice; (other than Excluded Liabilitiesiii) employee payroll or bonus accruals of Seller in respect of the Asset SellersBusiness; and (iv) accrued vacation, paid time off and sick days of every kindthe Acquired Employees; (v) any liability or obligation for severance or similar payments with respect to any employee or independent contractor of, natureor consultant to, character and descriptionSeller; (vi) any obligation or liability accruing, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of of, or relating to the Acquired Assets records specified in Section 2.1(e) (including, but not limited to, all obligations to maintain and make available such records under applicable law); (vii) those liabilities specifically set forth on Schedule 2.3; and (viii) any obligation or the conduct of the Business beforeliability accruing, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of of, or relating to the ownership or operation of the Business or the Acquired Assets after the Effective Time (the foregoing (i), (ii), (iii), (iv), (v), (vi), (vii) and (vii), collectively, the “Assumed Liabilities”): (i) all obligations ). Descriptions and amounts of the liabilities (A) reflected of Seller that would be Assumed Liabilities if the Closing were to occur on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which July 31, 2012 are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement2.3.

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions of this Agreement, including Section 2.15, Buyer shall agrees, effective at the Effective Time, to assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) Liabilities of Seller or any of the Asset Sellers, of every kind, nature, character and description, whether known Retained Subsidiaries primarily relating to or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Transferred Assets or the conduct of Business (as currently or formerly conducted) as they exist at the Business beforeEffective Time, on or after except for the Closing DateExcluded Liabilities, including the following obligations and liabilities (other than Excluded Liabilities) Liabilities of Seller or any of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Retained Subsidiaries (collectively, collectively the “Assumed Liabilities”): (a) all Liabilities set forth on the Balance Sheet to the extent not satisfied prior to the Effective Time and to the extent not constituting Excluded Liabilities; (b) all Liabilities arising under the contracts, agreements and other instruments included in the Transferred Assets pursuant to Section 2.02(d); (c) all Liabilities (i) under warranty obligations in respect of returns, Recalls, remedial actions or similar Liabilities relating to any products manufactured or sold by #88639600v31 the Business or (ii) relating to, or arising out of, the use, application, malfunction, defect, design operation, performance or suitability of any product of the Business; (d) all trade accounts payable and other accounts and notes payable of the Business; (e) all Liabilities that are provided by this Agreement or any other Transaction Document (or the Schedules hereto or thereto) as Liabilities to be assumed by Buyer or any Transferred Subsidiary, and all agreements, obligations and liabilities Liabilities of Buyer or any Transferred Subsidiary under this Agreement or any other Transaction Document; (Af) reflected on the Most Recent Balance Sheet all Assumed Environmental Liabilities; (as defined in Section 2.6g) or all Liabilities (Bx) otherwise arising out of or in connection with the Assumed Plans or (y) expressly assumed by Buyer pursuant to Section 7.05 or Article 9; (h) all Liabilities with respect to each Transferred Employee (excluding any Liabilities arising out of or in connection with any Business Benefit Plan that is not a Transferred Subsidiary Benefit Plan or an Assumed Plan, except as otherwise expressly provided herein); (i) all Liabilities or obligations arising out of any Action primarily relating to or arising out of the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date;Transferred Assets; and (iij) all Liabilities or obligations and liabilities incurred subsequent to arising under any contract or agreement (including all ancillary documents or agreements related thereto) governing the Balance Sheet Date (as defined in Section 2.6) and on purchase or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold business that forms a part of the Business (whether by merger, sale or purchase of securities or assets or otherwise). Buyer may not offset against its obligation to pay or perform any Assumed Liability any amounts owed or alleged to be owed to Buyer by Seller or any of its Affiliates (as defined on the basis of any breach or alleged breach of any representation, warranty or covenant contained in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, Transaction Documents or any claim for breach right to indemnification hereunder or otherwise, it being agreed that the foregoing is a limitation on the right of warranty offset only and shall not in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to way limit any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New other remedy that Buyer Employees that arise after the Closing Date, except may have for any such obligations breach or liabilities that are specifically retained by either Asset Seller in this Agreementany such right to indemnification.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to Seller an undertaking (the "ASSUMPTION AGREEMENT"), in the form attached hereto as EXHIBIT C, pursuant to which Buyer, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due due, upon the terms and subject to the conditions of this Agreement, all debts, liabilities and obligations (whatsoever, other than Excluded Liabilities) of Liabilities (as defined in Section 1.1(f)), relating primarily to Nicolet's Business or the Asset Sellers, of every kind, nature, character and descriptionAcquired Assets, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on before or after the Closing Date, including including, but not limited to, the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellersliabilities, in each case case, to the extent arising out of or relating related primarily to the Nicolet's Business or the Acquired Assets (collectively, the “Assumed Liabilities”):Assets: (i) all obligations and All liabilities (A) of Nicolet reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise and any other liabilities of Seller arising out of or relating pertaining to the Nicolet's Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“"U.S. GAAP”"), except, in the case of clauses (A) and (B), except to the extent satisfied prior to the Closing Date; (ii) all obligations and All liabilities of Seller arising out of or pertaining to Nicolet's Business or the Acquired Assets incurred subsequent to in the Balance Sheet Date Ordinary Course of Business (as defined in Section 2.62.2) and on or prior subsequent to the Closing Datedate of the Most Recent Balance Sheet, except to the extent satisfied prior to the Closing DateClosing; (iii) all All debts, obligations and liabilities in respect of Nicolet's Business or the Acquired Assets arising or incurred by Buyer in connection with Buyer's operation of Nicolet's Business on or and after the Closing DateDate (other than as a result of any breach by Seller of any of its obligations to Buyer pursuant to this Agreement); (iv) all All debts, obligations and liabilities that of Seller which arise out on account of Buyer’s 's operation of the Nicolet's Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or and after the Closing Date; (v) all All obligations and liabilities relating to Nicolet's Business or the Acquired Assets under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all All liabilities and obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all All liabilities and obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, Facility whether incurred prior to, on to or following the Closing Date; (viii) all All liabilities and obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, by Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 10.8; (ix) all All liabilities and obligations and liabilities for any Taxes which are otherwise the responsibility of (as defined in Section 2.9(a)) and expenses assumed by Buyer pursuant to Article VIIIIX and Sections 1.4(b) and 1.4(d); (x) all All liabilities and obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v2.17(a)(vi))) with respect to the conduct by Buyer of the Business from and after the Closing; (xiixi) all obligations and All liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating related to Nicolet's Business or that otherwise arise out of or are related to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date;Assets; and (xiiixii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and All liabilities for claims relating to the Nicolet's Business under each Asset any of Seller’s 's self-insurance arrangements, if any; (xviexcept to the extent that Seller is entitled to the proceeds of insurance coverage under Section 1.1(c)(v). The debts, liabilities and obligations assumed by Buyer in accordance with this Section 1.1(e) all defined-benefit type pension liabilities for are sometimes hereinafter referred to as the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement"ASSUMED LIABILITIES."

Assumed Liabilities. On At the Closing DateClosing, Buyer shall deliver to Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, at and as of the Closing, shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellersfollowing obligations and liabilities of Seller or any of its Affiliates to the extent primarily related to the Acquired Assets, the Product or the Business (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities of Seller or any of its Affiliates, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets Assets, the Product or the conduct of the Business Business, whether arising before, on at or after the Closing Date, including Closing; (ii) all trade accounts payable related to the following Business and all other obligations and liabilities reflected on the Closing Statement; (other than Excluded Liabilitiesiii) all obligations and liabilities of Seller or any of its Affiliates under or arising out of the Asset SellersTransferred Contracts; (iv) all obligations and liabilities of Seller or any of its Affiliates under the Transferred Regulatory Approvals; (v) all obligations and liabilities of Seller or any of its Affiliates arising out of the ownership of the Transferred IP Registrations; (vi) all obligations and liabilities in respect of employee relations and benefits which are expressly the responsibility of Buyer pursuant to Section 7.10; (vii) all obligations and liabilities of Buyer under Section 7.1, Section 7.2 and/or Section 7.3; (viii) all obligations and liabilities in each case respect of Taxes for which Buyer is responsible pursuant to the extent Section 7.7; (ix) all obligations and liabilities of Seller or any of its Affiliates arising out of or relating to Deferred Items under Section 1.5; (x) all obligations and liabilities of Seller or any of its Affiliates with respect to all Proceedings (including product liability claims, claims arising out of or relating to injury to or death of persons or destruction of or damage to property) or investigations arising out of or relating to the Business or the Acquired Assets (collectivelyor any Product developed, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) manufactured or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”)sold prior to, except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on at or after the Closing Date; (iv) all obligations and liabilities that arise out Closing, regardless of Buyer’s operation of the Businesswhether any such Proceeding was commenced prior to, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on at or after the Closing Date;Closing; and (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (viixi) all obligations and liabilities arising out of the ownership, leasing any Business Guarantee that is not replaced by Buyer at or operation of the Leased Facilities, whether incurred prior to, on or following to the Closing Date; (viii) all obligations pursuant to Section 4.5. From and liabilities after the Closing, Buyer shall defend, indemnify, protect and hold harmless Seller and its Affiliates from, against and in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6and will compensate and reimburse Seller and its Affiliates for, 4.7 and 9.5; all Losses (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether such Losses relate to any such actionclaim by a third party) suffered, suitsustained, proceeding, dispute, claim incurred or investigation was commenced prior to, on paid by Seller or after the Closing Date; (xiii) all obligations and liabilities arising any of its Affiliates that constitute or arise out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementAssumed Liabilities.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as EXHIBIT A pursuant to which Buyer, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due all the following specifically identified liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Seller (collectively, the “Assumed Liabilities”):), and neither the purchase of the Acquired Assets nor anything else in this Agreement shall be deemed to infer or constitute an assumption by Buyer of any other obligations or liabilities of Seller: (i) all All obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to under the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (caption “U.S. GAAPTotal Operating Liabilities”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all All obligations and liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to such obligations and liabilities would be properly reflected under the caption “Total Operating Liabilities” on a balance sheet of Seller prepared on the same basis as the Most Recent Balance Sheet as of the Closing Date; (iii) all All obligations and liabilities (except for Excluded Liabilities) arising or incurred by Buyer and relating to any period commencing on or after the Closing Date; (iv) all All obligations and liabilities that which arise out of Buyer’s operation of the Business, the ownership, use or operation of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) Except for Excluded Liabilities set forth in Section 1.1(d)(vi), or in other subsections of Section 1.1(d), all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v)Contracts; (vi) Except for Excluded Liabilities set forth in Section 1.1(d)(vii), or in other subsections of Section 1.1(d), all obligations and liabilities under the licenses, permits and franchises Licenses transferred pursuant to Section 1.1(b)(vii1.1(a)(viii); (vii) Except for Excluded Liabilities set forth in Section 1.1(d)(viii), or in other subsections of Section 1.1(d), and for environmental obligations and liabilities retained by Seller pursuant to Section 1.1(d) and Article VIII, all obligations and liabilities arising out of the ownership, leasing ownership or operation of the Leased Facilitiesany Owned Real Property, whether incurred prior to, on or following the Closing Date; (viii) Except for Excluded Liabilities set forth in Section 1.1(d)(ix), or in other subsections of Section 1.1(d), and for environmental obligations and liabilities retained by Seller pursuant to Section 1.1(d) and Article VIII, all obligations and liabilities arising out of the ownership, leasing or operation of any Leased Facility, whether incurred prior to, on or following the Closing Date; (ix) All obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, by Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 10.4; (ixx) all All obligations and liabilities for any Taxes which are otherwise the responsibility of and expenses assumed by Buyer pursuant to Article VIIIIX; (xxi) all All obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xixii) all obligations and liabilities Except for Environmental Matters (Excluded Liabilities as defined set forth in Section 2.17(a)(v1.1(d)(x), or in other subsections of Section 1.1(d); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured manufactured, or services provided, or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date;; and (xivxiii) Except for Excluded Liabilities set forth in Section 1.1(d)(xi), or in other subsections of Section 1.1(d), all obligations and liabilities arising out of or relating to any product liability or service liability claim (including any such claim arising out of or relating to injury to or death of persons), or damage to or destruction of property or any worker’s compensation claimproperty, in each case to the extent relating to products or goods of the Business manufactured manufactured, or services provided, or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On Subject to the terms and conditions of this Agreement, at the Closing Datehereunder, Buyer Purchaser shall assume and agree to pay, perform and discharge when due all no liability or obligation of Seller except the following specific liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or Seller primarily relating to the Acquired Assets or Business, which shall not in any event include the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities described in Section 1.3(a) through (other than Excluded Liabilitiesl) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):), which Purchaser will pay, satisfy or discharge in accordance with their terms, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed: (a) the Hynix Payable and, except as set forth in Section 1.3(j), those accounts payable that (i) all obligations arise in the ordinary course of business, are attributable to the Acquired Assets, and liabilities (A) only in the amount and to the extent such accounts payable exist as of the Effective Time and are reflected on the Most Recent Closing Balance Sheet (as finally determined pursuant to Section 1.6(c)), as more specifically defined and determined in Section 2.6accordance with the Accounting Principles, (ii) are attributable to an Acquired Asset to the extent such Acquired Asset is subject to a Lien or (Biii) otherwise are to be assumed by Purchaser under Section 4.13; (b) all liabilities of Seller for severance payments arising out of or relating to the Business or the Acquired Assets as a result of the date of Transaction owed to Transferred Employees (the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAPSeverance Liability”), except, the calculation of which is as set forth in the case of clauses formula on Schedule 1.2(b) hereto; (Ac) any and (B), all Employee Bank Loan Guarantees to the extent satisfied prior to the Closing Datecontemplated by Section 4.11(e); (iid) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities Effective Time with respect to all actions, suits, disputes, proceedings, disputes, claims or investigations commencing on or after the Effective Time to the extent arising out of or relating related to the conduct of the Business or ownership of the Acquired Assets on or after the Effective Time; (e) any environmental liabilities to the extent arising on or after the Effective Time to the extent attributable to the ownership of the Acquired Assets or related to the conduct of the Business on or after the Effective Time; (f) all liabilities to the extent arising on or after the Effective Time from the manufacture, distribution or sale of any products of the Business on or after the Effective Time, including warranty obligations and product liability and other claims; (g) all liabilities for Taxes attributable to the Acquired Assets or the conduct and Business to the extent reflected as a liability in the Closing Balance Sheet (as finally determined pursuant to Section 1.6(c)), which shall not reflect any provision for Taxes based on or imposed with respect to income or gross receipts; and (h) all other liabilities or obligations to the extent directly or indirectly arising out of or related to the operation of the Business prior toor the ownership of the Acquired Assets by Purchaser on or after the Effective Time, whether absolute or contingent, accrued or fixed, known or unknown, matured or unmatured, determined or determinable, present, future or otherwise, including with respect to Acquired Contracts or Acquired Permits, or, with respect to Acquired Contracts, the unmatured obligation to perform under such Acquired Contracts and including, for the avoidance of doubt, any liabilities arising out of, resulting from or relating to any claim that the operation, on or after the Closing DateEffective Time, regardless of whether the Business as currently conducted, including the design, manufacture, distribution, sale or marketing of the products of the Business and the use of any such actionIntellectual Property that is an Acquired Asset or any other Intellectual Property currently used in the Business, suit, proceeding, dispute, claim or investigation was commenced prior toinfringes, on or after the Closing Date; (xiii) all obligations and liabilities arising out Effective Time, the rights of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementPerson.

Assumed Liabilities. On the Closing Date, Buyer Newco shall assume and agree to pay, perform ------------------------ and discharge when due due, all debts, liabilities and obligations whatsoever, other than Excluded Liabilities (as defined below) of the Sellers and other than the liabilities of the ▇▇▇▇▇▇ Subs (other than Newco) of the categories described below which shall be transferred to Buyer in their entirety pursuant to the Stock Purchase, arising out of or pertaining predominantly to the Business or the Assets in the United States (and to the extent that BFC engages in an export business, any liabilities arising out of such export business outside of the United States) whether arising before or after the Closing, and whether known or unknown, fixed or contingent, to the extent the same are unpaid, undelivered or unperformed on the Closing Date, including, but not limited to, the following (other than Excluded Liabilities): (a) all liabilities of or relating predominantly to the Business (other than Excluded Liabilities) of included in (i) the Asset SellersFinancial Statements, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, they are still in existence on or after the Closing Date, including and (ii) the following Statement including, in each case, the notes thereto and all liabilities incurred in the ordinary course of the Business subsequent to the date of the most recent Financial Statements, it being understood that Buyer shall not assume from any Seller and no Seller shall assign to Buyer or to Newco any indebtedness for borrowed money; (b) all debts, obligations and liabilities (other than Excluded Liabilities) in respect of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer or otherwise arising or incurred on or after the Closing Date; (ivc) all debts, obligations and liabilities that which arise out on account of Buyer’s 's operation of the Business, the use of the Acquired Assets Assets, and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or and after the Closing Date; (vd) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or related predominantly to the Business or that otherwise arise out of or are related predominantly to the Assets; (e) all liabilities for claims predominantly relating to the Acquired Assets Business or the conduct Assets under BFC's self-insurance arrangements; (f) all obligations and operation liabilities of BFC under the contracts listed on Schedule 2.2(a)(iv), Leased Real Property (as defined in Section 4.7(b)) and ------------------- those Licenses and Permits (as defined in Section 4.14) included in the Assets; (g) all workers' compensation, product liability, automobile liability and general liability claims of BFC relating predominantly to the Business which occurred prior to, on or after to the Closing Date, regardless of whether or any incident arising prior to the Closing Date which results in any such actionclaims after the Closing Date including workers' compensation claims of Business Employees who were employed at any of the facilities listed on Schedule 4.13(b)(i)-1, suitsubject to Section 7.20 hereof; --------------------- (h) all obligations and liabilities relating predominantly to Business Employees and Transferred Employees (as defined in Section 4.13(b)), proceedingincluding pursuant to Benefit Plans (as defined in Section 4.13(b)) (as may be more fully set forth in Section 7.7 hereof), disputeexcept as otherwise specifically provided in Section 7.7 hereof; (i) all obligations and liabilities of BFC arising as a result of being the owner, claim occupant of, or investigation was commenced prior tothe operator of the activities conducted at, on any of the Real Property or the Facilities, including all obligations and liabilities relating to personal injury, property damage and Environmental Liability (as defined in Section 4.16), subject to Section 7.20; (j) all obligations and liabilities for (i) Taxes owed in respect of the Business or the Assets for any taxable period or portion thereof commencing after the Closing Date and (ii) Taxes owed in respect of the Business or the Assets assumed by Buyer pursuant to this Agreement; (k) all obligations and liabilities of BFC under any open purchase orders related predominantly to the Business entered into in the ordinary course of business that have not been fulfilled as of the Closing Date; (xiiil) all liabilities and obligations for all consumer complaints, trade complaints, written product guarantees set forth on the packaging thereof and liabilities arising out of damages or relating to the repair, rework, replacement unsaleable merchandise returned or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claimreceived, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating predominantly related to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for or the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Assets; and (xviim) all liabilities and obligations of or relating predominantly to the Business or the Assets of the categories included in clause (a) above, including, without limitation, all liabilities and liabilities in respect obligations (i) for commissions, fees or other payments, including expenses, due to brokers and agents for sales and orders for products of New Buyer Employees that arise after the Closing DateBusiness, except (ii) for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreementtrade promotion programs (including, without limitation, slotting allowances, retailer ads, store display allowances and similar items), non-coupon consumer promotions (including, without limitation, sweepstakes) and other marketing programs related predominantly to the Business and (iii) for consumer coupons for products of the Business.

Assumed Liabilities. On Subject to the conditions specified in this ------------------- Agreement, as a portion of the Purchase Price and as additional consideration for the Acquired Assets, on the Closing Date, Buyer shall the Purchaser will assume and agree to pay, defend, discharge and perform as and discharge when due all only the following liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to Sellers (the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “"Assumed Liabilities”):"); ------------------- (i) all the liabilities and obligations of the Sellers as of Closing of the type which would be reflected on the liability side of a balance sheet prepared in accordance with GAAP and liabilities consistent with the Most Recent Fiscal Year End Balance Sheet and the Latest Balance Sheet and which are set forth on the Closing Balance Sheet, including, without limitation, Related Entity Payables (except (A) reflected on to the Most Recent Balance Sheet extent specifically incurred and related to any of the Excluded Assets, (B) those which represent Affiliate Payables (as defined in Section 2.65.23 below), (C) any ------------ liabilities for income Taxes or Taxes imposed in lieu thereof; (BD) otherwise any cash or book overdrafts and (E) the Indebtedness described in clause (x) of the definition of Indebtedness, which preceding items shall be considered Excluded Liabilities); and (ii) the liabilities and obligations of the Sellers for both payment and performance under the agreements, leases, contracts or commitments listed on the Contracts Schedule (but not including any ------------------ liability or obligation arising out of or relating to the Business in connection with any breach, violation or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, default in the case of clauses (A) and (B), to the extent satisfied respect thereof occurring prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent under written agreements, leases, contracts and commitments entered into in the ordinary course of business which are not required by the terms of this Agreement to be listed on the Contracts Schedule in ------------------ existence on the date of the Latest Balance Sheet Date (as defined and incurred in Section 2.6) and on or prior to the Closing Dateordinary course of business consistent with past practice by the Sellers after the date of the Latest Balance Sheet, except but only to the extent satisfied prior to the Closing Date;that such contracts, leases and commitments constitute Acquired Assets; and (iii) subject to indemnification obligations pursuant to Sections 8.01(b)(i)(F) and (G), the liabilities and obligations of the ------------------------------ Sellers for maintenance, payment, administration and performance under all Employee Benefit Plans that are listed on the Assumed Employee Benefit ------------------------ Plans Schedule, including but not limited to any and all liabilities and -------------- obligations that are related to the continuation coverage requirements of Section 4980B(f) of the Code and liabilities arising or incurred by Buyer Sections 601 through 608 of ERISA (such Code and ERISA sections collectively referred to as "COBRA") with respect ----- to each person who on or after before the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates Date incurs a qualifying event (as defined in Section 1.5) on under COBRA), who lost or after the Closing Date; (v) all obligations will lose any type of health coverage under any such Employee Benefit Plan by reason of such qualifying event and liabilities under who has exercised or arising out of the contracts, agreements, commitments and leases transferred is or will be eligible to exercise rights to any continuation coverage pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities COBRA under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out any such Employee Benefit Plan by reason of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Datesuch qualifying event, regardless of whether any or not such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations qualifying event and liabilities arising out loss of or relating coverage are related to the repairtransactions contemplated by this Agreement, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all but excluding those liabilities and obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on the Excluded Benefits Schedule 1.1(d)(xviattached hereto -------------------------- (which items set forth on the Excluded Benefits Schedule shall be -------------------------- considered Excluded Liabilities); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On Upon the Closing Dateterms and subject to the conditions of this Agreement, Buyer shall agrees, effective at the relevant Effective Time, to assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) Liabilities of Seller or any of the Asset Sellers, Retained Subsidiaries (or any predecessor of every kind, nature, character and description, whether known any of the foregoing or unknown, primary any prior owner of all or secondary, direct part of the businesses or indirect, absolute assets of any of the foregoing) primarily relating to or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Purchased Assets or the conduct of the Business before, on (as currently or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilitiesformerly conducted) of whatever nature, whether presently in existence or arising hereafter, except for the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Excluded Liabilities (collectively, the “Assumed Liabilities”):), including the following: (a) all Liabilities set forth on the Balance Sheet, and all Liabilities incurred after the Balance Sheet Date to the extent not satisfied prior to the Effective Time of the Closing; (b) all Liabilities of Seller or any of the Retained Subsidiaries arising under the contracts, agreements and other instruments referenced in Section 2.02(d); (c) all Liabilities primarily relating to or arising out of the Purchased Assets or the Business (as currently or formerly conducted) arising out of or in connection with acts or omissions at or prior to the Effective Time of the Closing; (d) all Liabilities under warranty obligations relating to any products manufactured or sold by the Business at or prior to the Effective Time of the Closing; (e) all Liabilities or obligations arising out of any Action related to or arising out of the Business or the Purchased Assets; (f) all trade accounts payable and other accounts and notes payable; (g) (i) all Liabilities with respect to each Transferred Employee, other than any such Liabilities that are expressly retained by Seller pursuant to Section 7.05 or Article 9 and (ii) all Liabilities expressly assumed by Buyer pursuant to Section 7.05 or Article 9 and (iii) all Liabilities under any Purchased Subsidiary Benefit Plan or Assumed Plan; (h) all Liabilities primarily relating to or arising out of the Purchased Assets or the Business (as currently or formerly conducted) arising out of or in connection with any act, omission or circumstance occurring at any time after the Effective Time of the Closing; (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) Liabilities for any Third Party Claim relating to, or (B) otherwise arising out of, the use, application, malfunction, defect, design, operation, performance or suitability of or relating to any product of the Business manufactured, sold or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied distributed prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation Effective Time of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Closing; and (xviij) all Assumed Environmental Liabilities. Buyer’s obligations and liabilities 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 respect of New Buyer Employees that arise after the Closing Date, except for Transaction Documents or any such obligations other agreement or liabilities that are specifically retained by either Asset Seller document delivered in this Agreementconnection therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. On Subject to the Closing Dateterms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellersfollowing liabilities, obligations and commitments of every kindany Seller (and, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent expressly set forth in Section 2.3(d), such Seller’s Affiliates) accruing, arising out of or relating to the Acquired Assets or the conduct ownership and operation of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Purchased Assets at, prior to or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): (a) except for those liabilities defined as Excluded Liabilities pursuant to Section 2.4(b), Section 2.4(c), Section 2.4(d), Section 2.4(e), Section 2.4(f) and Section 2.4(g), all liabilities accrued on the Interim Balance Sheet and all liabilities of the same categories as identified in the line items in the Interim Balance Sheet incurred by any Seller after the Interim Balance Sheet Date in the ordinary course of business; (b) the current liabilities of Sellers included in the calculation of Closing Working Capital; (c) all liabilities and obligations arising under or relating to the Assigned Contracts that are required to be performed prior to, at or after the Closing; (d) except for those liabilities defined as Excluded Liabilities pursuant to Section 2.4(d), all liabilities and obligations (i) all arising at, prior to or after the Closing under any Assumed Plan, (ii) relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee set forth on Section 2.3(d) of the Disclosure Schedules that arise at or after the Closing or, to the extent such liabilities and obligations and liabilities are accrued but unpaid or unsatisfied as of the Closing, arise prior to the Closing, and/or (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (Biii) otherwise assumed by Buyer pursuant to Section 6.3; (e) all liabilities and obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Post-Closing Tax Period and (ii) Taxes for which Buyer is liable pursuant to Section 6.12; (f) all other liabilities and obligations arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing ownership or operation of the Leased Facilities, whether incurred prior to, on or following Business and the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Purchased Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)Closing; and (xviig) all obligations the ▇▇▇▇ ▇▇▇▇▇▇▇ Debt and liabilities in respect the equipment leases identified on Section 4.7 of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementDisclosure Schedules.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to each Asset Seller an undertaking (the “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, on and as of the Closing Date, shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the each Asset SellersSeller, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent primarily arising out of or relating primarily to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including (without intending to expand or reduce the scope of the foregoing provisions) the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellersliabilities, in each case to the extent primarily arising out of or relating primarily to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all All obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), except to the extent that such obligations and liabilities are satisfied prior to the Closing DateClosing; (ii) all All obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent that such obligations and liabilities are satisfied prior to the Closing DateClosing; (iii) all All obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all All obligations and liabilities that which arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.52.12(d)) on or after the Closing Date; (v) all All obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v1.1(b)(vi); (vi) all All obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii1.1(b)(viii); (vii) all All obligations and liabilities arising out of the ownership or operation of any Owned Real Property, whether incurred prior to, on or following the Closing Date, except for Taxes which shall be allocated in accordance with Section 9.2(b); (viii) All obligations and liabilities arising out of the ownership, leasing or operation of the any Leased FacilitiesFacility, whether incurred prior to, on or following the Closing Date; (viiiix) all All obligations and liabilities in respect of employee relations and benefits Transferred Employees assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 10.6; (ixx) all All obligations and liabilities for any Taxes and expenses assumed by, or which are otherwise the responsibility of of, Buyer pursuant to Article VIIIIX; (xxi) all All obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.51.5 except for PKI’s obligation to pay one-half of any payments made to a third party to obtain a Deferred Consent; (xixii) all All obligations and liabilities for constituting Environmental Matters (as defined in Section 2.17(a)(v2.17(a)(vi))) assumed by Buyer, or which are otherwise the responsibility of Buyer, pursuant to Article VIII; (xiixiii) all All obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiiixiv) all All obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivxv) The first $2,000,000 of obligations and liabilities arising out of or relating to any retention agreements, including without limitation those listed on Schedule 1.1(b)(vi) (the “Retention Agreements”) (it being understood, however, that all liabilities and obligations in excess of $2,000,000 in the aggregate under such retention agreements shall constitute Excluded Liabilities); (xvi) All obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xvxvii) all All obligations and liabilities for claims relating to the termination of employment of any Business under each Asset Seller’s self-insurance arrangements, if any; Employee or the offer (xvior failure to offer) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi)employment to any Business Employee; and (xviixviii) One-half of the first $3,000,000 of obligations and liabilities arising out of or relating to the carbon seal product warranty issue described on Schedule 1.1(e)(ix) (it being understood that all such obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that excess thereof are specifically retained by either Asset Seller in this AgreementExcluded Liabilities).

Assumed Liabilities. On Subject to the Closing Dateterms and conditions of this Agreement and the Local Transfer Agreements, Buyer at the Closing, the Purchaser shall assume and agree to pay, honor, discharge and perform in full when due, and discharge when due shall indemnify and hold Seller and its Affiliates harmless from, all liabilities of the following Liabilities of the members of the Seller Group (other than the Transferred Entity, as the Purchaser will not directly assume any Liabilities of the Transferred Entity, although all such Liabilities will remain Liabilities of the Transferred Entity after the Closing and obligations the Purchaser shall indemnify and hold the Seller and its Affiliates harmless from all such Liabilities (other than Excluded Liabilities)) as they exist at the Effective Time (collectively, the “Assumed Liabilities”), it being understood and agreed that the Assumed Liabilities do not include any Liabilities of any member of the Asset SellersSeller Group that are expressly identified in clauses (i) through (v), inclusive, of every kindSection 1.4(b): (i) all Liabilities to the extent arising under or relating to the Transferred Business Contracts; (ii) all Liabilities to the extent arising under or relating to (A) the Morangis Transferred Real Property Sublease or (B) the Danbury Lease if assigned to the Purchaser or its designee as provided in Section 5.27 of the Disclosure Schedules; (iii) all Liabilities for allowances, naturecredits or adjustments to which customers of the Business may be entitled; (iv) all Liabilities to the extent arising from or relating to claims or litigation related to the Business or the Transferred Assets; (A) all Liabilities with respect to the Transferred Employees and their dependents and beneficiaries arising out of or relating to any Assumed Benefit Plan and (B) all employment and employee Liabilities with respect to the Transferred Employees arising out of or relating to the operation or conduct of the Business prior to, character and descriptionon or following the Closing Date (in each case, other than the Excluded Employee Liabilities); (vi) all Liabilities to the extent arising from or relating to the possession, occupation, operation, or maintenance of the real properties subject to the Morangis Transferred Real Property Sublease, whether known arising or unknownaccruing before, primary on or secondaryafter the Closing Date, direct and whether such Liabilities relate to conditions that existed before, on, or indirect, absolute or contingent, due or after the Closing Date; (vii) all Liabilities to become due, in each case the extent relating to the Business arising under Environmental Laws; (viii) all Liabilities to the extent arising out of or relating to any Transferred Intellectual Property; (ix) all accounts payable owed to suppliers and any other third parties to the Acquired extent relating to or arising out of the delivery of goods or services to the Business (the “Assumed Accounts Payable”); (x) all Liabilities for Taxes related to the Business or the Transferred Assets for any Tax period (or portion thereof) beginning after the Closing Date; and (xi) all other Liabilities to the extent relating to or arising out of the conduct of the Business or the ownership, use or operation of any Transferred Assets, in each case whether arising before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementClosing.

Assumed Liabilities. On the Closing Date, Buyer shall deliver to Sellers the Instrument of Assumption pursuant to which Buyer shall assume and agree to pay, perform and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on or after the Closing Date, including the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellers, Sellers in each case accordance with their respective terms and subject to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):respective conditions thereof: (ia) all liabilities and obligations and liabilities (A) of Sellers reflected on the Most Recent Balance Sheet (and all related party liabilities owed by one Seller to another Seller or any subsidiary of one or more Sellers as defined in Section 2.6of the Closing Date whether or not such liabilities are included on the Balance Sheet) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of incurred since the date of the Most Recent Balance Sheet and which are not required in the ordinary course of business of the Business consistent with past practices to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to paid or performed after the Closing Date; Date including any such liabilities or obligations incurred under (i) the contracts, licenses, agreements or understandings listed or described in Schedule 5.15 or 5.20 (ii) all obligations the real estate leases listed in Schedule 5.11 and liabilities incurred subsequent (iii) the personal property leases listed in Schedule 5.14 and other agreements with respect to the Balance Sheet Date (as defined Business not required by the terms of Section 5.20 to be listed in Section 2.6) a Schedule to this Agreement; provided, however, that notwithstanding the foregoing or anything herein to the contrary, Buyer shall not assume any liabilities and obligations of any Seller that, but for a breach or default or violation of applicable Requirements of Law by any Seller or any Owner, would have been paid, performed or otherwise discharged on or prior to the Closing Date, except Date or to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date; (iv) all obligations and liabilities that same arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer such breach or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date;default; and (vb) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or Taxes for which are otherwise the responsibility of, Buyer is liable pursuant to Sections 4.6, 4.7 and 9.5Section 7.2; (ixc) all obligations and any liabilities for any Taxes which are otherwise in respect of the responsibility of Buyer pursuant to Article VIIIlawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.22; (xd) all any payables and other liabilities or obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating Seller to any product liability claim of its employees or Affiliates (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xvother than an Owner) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on in Schedule 1.1(d)(xvi5.18(b); and (xviie) all obligations liabilities applicable to the Business pursuant to the Worker Adjustment and liabilities in respect Retraining Notification Act, effective on February 4, 1989 and as amended from time to time (the “Warn Act”), resulting from a termination of New Buyer Employees that arise one or more employees after the Closing Date, except for any such Closing. All of the foregoing liabilities and obligations or liabilities that to be assumed by Buyer hereunder are specifically retained by either Asset Seller in this Agreementreferred to herein as the “Assumed Liabilities.

Assumed Liabilities. On the Closing Dateterms and subject to the conditions set forth herein, Buyer shall assume assume, accept and agree to pay, perform and discharge when due any and all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent Seller arising out of or relating to the Acquired Purchased Assets or the conduct of the Business before, on or after the Closing DateClosing, including the following obligations and liabilities (other than the Excluded Liabilities) of the Asset Sellers, in each case to the extent arising out of or relating to the Business or the Acquired Assets Liabilities (collectively, the “Assumed Liabilities”):), including the following: (a) all warranty obligations, whether now existing or arising in the future, (except for epidemic defects in fiberglass wall cracking or similar epidemic structural defects) for all shuttle buses manufactured by Seller’s Supreme/Startrans shuttle bus division, whether manufactured before or after the Closing Date. In consideration for taking on this obligation, the Purchase Price referred to in Section 1.05 shall be reduced by the sum of Six Hundred Forty Thousand Dollars ($640,000). For the avoidance of doubt, in the event Seller is sued related to these warranty obligations after the Closing Date, the provisions of Article VII of this Agreement relating to Indemnification shall apply. (b) all liabilities and obligations arising under or relating to the Assigned Contracts; (c) all liabilities and obligations for (i) all obligations Taxes relating to the Purchased Assets or the Assumed Liabilities for any taxable period ending after the Closing Date, and liabilities (Aii) reflected on the Most Recent Balance Sheet (as defined those Taxes specified in Section 2.65.07 of this Agreement; and (d) or (B) otherwise all other liabilities and obligations arising out of or relating to the Business Buyer’s ownership or the Acquired Assets as operation of the date of the Most Recent Balance Sheet and which are not required Purchased Assets whether with respect to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on products manufactured by or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred services provided by Buyer on or after the Closing Date; (iv) all obligations and liabilities that arise out Date or otherwise. For the avoidance of Buyer’s operation of doubt, in the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant event Seller is sued related to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or aforementioned after the Closing Date, regardless the provisions of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out Article VII of or this Agreement relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this AgreementIndemnification shall apply.

Assumed Liabilities. On the Closing Date, Buyer shall assume and agree to pay, perform and discharge when due in accordance with the respective terms and subject to the respective conditions hereof and thereof, all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case solely to the extent arising out of or to the extent relating to the Acquired Assets or the conduct of the Business Business, whether before, on or after the Closing DateDate (except as otherwise described in this Section 1.1(d)), including the following obligations and liabilities (other than Excluded collectively, the “Assumed Liabilities”): (i) of All obligations and liabilities reflected on the Asset Sellers, Most Recent Balance Sheet (as defined in each case Section 2.6(a)) solely to the extent arising out of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date, except accounts payable not included in Assumed Liabilities under Section 1.1(d)(x), but solely to the extent included in Working Capital pursuant to Section 1.4; (ii) [intentionally omitted]; (iii) all obligations and liabilities arising or incurred by Buyer on or after the Closing Date[intentionally omitted]; (iv) all All obligations and liabilities that arise to the extent arising out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.51.6) on at or after the Closing DateClosing; (v) all All obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v1.1(b)(vi); (vi) all All obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all All obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all All obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 8.5; (ix) all All obligations and liabilities for any Taxes and expenses which are otherwise the responsibility of Buyer pursuant to Article VIIIARTICLE VII; (x) all All accounts payable associated with passthrough transactions for Enterprise in existence at the Closing Date (collectively, the “Accounts Payable”); (xi) All (i) defined benefit-type pension , termination indemnity liabilities, or other defined benefit-type plans (or indemnification obligations and guarantees regarding such pension, termination indemnity or other defined-benefit type plan liabilities) with respect to New Buyer Employees who are participants in plans which are sponsored or maintained by an Asset Seller or an Acquired Company or required to be transferred to the Buyer Group under applicable Law and which are set forth on Schedule 1.1(d)(xi) (collectively, the “Acquired Defined Benefit Plans”), but excluding liabilities with respect to Former Business Employees and Non-Accruing Employees (each, as defined below) in such plans to the extent permitted to be excluded under applicable Law (the “Acquired Defined Benefit Liabilities”) and (ii) liabilities with respect to any other Acquired Benefit Plan (excluding liabilities with respect to Former Business Employees, to the extent permitted under applicable Law); (xii) All obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.51.6) under Section 1.51.6; (xixiii) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all All obligations and liabilities with respect to all actions, suits, complaints, proceedings, disputes, claims claims, audits, arbitrations, investigations, inspections or investigations to the extent similar proceedings by or before any Governmental Entity, or any other arbitration, mediation or similar proceeding (collectively “Proceedings”) arising out of or relating to the Acquired Assets or the conduct and operation of the Business prior to, on or after the Closing Date, including the matters set forth on Schedule 1.1(d)(xiii), regardless of whether any such action, suit, proceeding, dispute, claim or investigation Proceeding was commenced prior to, on or after the Closing DateDate (collectively, the “Actions”) but excluding the item set forth on Schedule 1.1(e)(xi); (xiiixiv) all All obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xivxv) all All obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date;; and (xvxvi) all All obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangementsarrangements to the extent incurred after the Closing; provided, if any; (xvi) however, that in the case of the Specified Sellers, the Assumed Liabilities shall be assumed by the Specified Companies immediately prior to the Closing pursuant to the Pre-Closing Transactions; and provided, further, that Assumed Liabilities shall not include liabilities or obligations of an Acquired Company, which will be assumed by Buyer pursuant to the acquisition of the Equity Interests. From and after the Closing, Buyer shall indemnify each Seller in respect of, and hold each Seller harmless against, any and all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all debts, obligations and liabilities in respect other liabilities, monetary damages, fines, penalties, costs and expenses (including reasonable attorneys’ fee and expenses) (collectively, “Damages”) incurred or suffered by such Seller or any of New Buyer Employees that arise after its Affiliates to the Closing Date, except for any such obligations extent resulting from or liabilities that are specifically retained by either Asset Seller in this Agreementconstituting Assumed Liabilities.

Assumed Liabilities. On Buyer shall, on and as of the Closing Date, Buyer accept and assume, and shall assume become and agree to paybe fully liable and responsible for, perform and discharge when due all other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating events occurring on and after the Closing Date related to Buyer's ownership of the Acquired Assets or the conduct and Buyer's operation of the Business before, on or and after the Closing Date, including the following obligations Closing; (ii) those current liabilities and liabilities (other than Excluded Liabilities) accrued expenses of Seller as of the Asset Sellers, in each case to the extent arising out Closing Date consisting of or relating to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”): (i) all obligations and liabilities (A) reflected on accounts payable arising in the Most Recent Balance Sheet (as defined in Section 2.6) or ordinary course of business and (B) otherwise arising out of or relating to unearned revenues (the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet "Assumed Current Liabilities and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”), except, in the case of clauses (AAccrued Expenses") and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and on or prior to the Closing Date, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or of Seller which are to be performed after the Closing Date; (iv) all obligations Date arising under the Contracts and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates Authorizations (as defined in Section 1.5) on or after the Closing Date; (v) all 2.13), including, without limitation, Seller's obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items Subscribers (as defined in Section 1.52.16) under Section 1.5; such Contracts for (xiA) all obligations and liabilities for Environmental Matters (Subscriber deposits held by Seller as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations to the extent arising out of or relating to the Acquired Assets or the conduct and operation of 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 prior toin the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, on and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing DateDate ((i), regardless (ii) and (iii) together, the "Assumed Liabilities"). The assumption of whether the Assumed Liabilities by Buyer hereunder shall not enlarge any such action, suit, proceeding, dispute, claim rights of third parties under contracts or investigation was commenced prior to, on arrangements with Buyer or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, Seller or any claim for breach of warranty in respect of their respective affiliates or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether subsidiaries. No parties other than Buyer and Seller shall have any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business rights under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.

Assumed Liabilities. On the Closing Date, Buyer shall assume deliver to Seller an undertaking (the "ASSUMPTION AGREEMENT"), in the form attached hereto as EXHIBIT C, pursuant to which Buyer shall assume, on and as of the Closing Date, and agree to pay, perform and discharge when due due, upon the terms and subject to the conditions of this Agreement, all debts, liabilities and obligations (whatsoever, other than Excluded Liabilities) of Liabilities (as defined in Section 1.1(e)), relating primarily to the Asset Sellers, of every kind, nature, character and descriptionBusiness or the Acquired Assets, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case to the extent arising out of or relating to the Acquired Assets or the conduct of the Business before, on before or after the Closing Date, including including, but not limited to, the following obligations and liabilities (other than Excluded Liabilities) of the Asset Sellersliabilities, in each case case, to the extent arising out of or relating related primarily to the Business or the Acquired Assets (collectively, the “Assumed Liabilities”):Assets: (i) all obligations and All liabilities (A) of the Seller reflected on the Most Recent Balance Sheet (as defined in Section 2.62.5) or (B) otherwise and any other liabilities of Seller arising out of or relating pertaining to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“"U.S. GAAP”), except, ") incurred in the case Ordinary Course of clauses Business, except (Ax) and (B), to the extent satisfied prior to the Closing Date; (y) which constitute debt, liabilities or obligations owed by Seller to any of its Affiliates other than trade payables which arose in the Ordinary Course of Business ("Affiliate Trade Payables"); or (z) which constitute liabilities or obligations with respect to Taxes (the responsibility for such liabilities and obligations are discussed in Section 1(e)(ii) and Article IX); (ii) all obligations and All liabilities incurred subsequent of Seller arising out of or pertaining to the Balance Sheet Date Business or the Acquired Assets incurred in the Ordinary Course of Business (as defined in Section 2.62.3) and on or prior subsequent to the Closing Datedate of the Most Recent Balance Sheet, except (x) to the extent satisfied prior to the Closing DateClosing; (y) which constitute debt, liabilities or obligations owed by Seller to any of its Affiliates other than Affiliate Trade Payables; or (z) which constitute liabilities or obligations with respect to Taxes (the responsibility for such liabilities and obligations are discussed in Section 1(e)(ii) and Article IX); (iii) all All debts, obligations and liabilities in respect of the Business or the Acquired Assets arising or incurred by Buyer on or after the Closing Date(other than as a result of any breach by Seller of any of its obligations to Buyer pursuant to this Agreement); (iv) all All debts, obligations and liabilities that of Seller which arise out on account of Buyer’s 's operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or and after the Closing Date; (v) all All obligations of Buyer, as successor to the operator of the Business, arising after the Closing and liabilities relating to the Business or the Acquired Assets under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v1.1(a)(v); (vi) all All liabilities and obligations and liabilities of Buyer, as successor to the operator of the Business, arising after the Closing under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii1.1(a)(vii); (vii) all All liabilities and obligations and liabilities arising after the Closing out of the ownership, leasing or operation of the Leased FacilitiesReal Property by Buyer, whether incurred prior to, on its successors or following the Closing Dateassigns; (viii) all All liabilities and obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, by Buyer pursuant to Sections 4.6, 4.7 and 9.5Section 10.6; (ix) all All liabilities and obligations and liabilities with respect to Taxes (as defined in Section 2.8(a)) for any Taxes which are otherwise the Buyer has expressly assumed responsibility of Buyer pursuant to this Agreement in accordance with Article VIIIIX; (x) all All liabilities and obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v2.17(a)(vi))) for which Buyer is expressly liable pursuant to Article VIII; (xiixi) all obligations and All liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations arising after the Closing (without regard to the extent date of the occurrence) and (x) arising out of the Business, or relating (y) that otherwise arise out of or are related to the Acquired Assets or Assets. The debts, liabilities and obligations assumed by Buyer in accordance with this Section 1.1(d) are sometimes hereinafter referred to as the conduct and operation of the Business prior to, on or after the Closing Date, regardless of whether any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating to the repair, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement"ASSUMED LIABILITIES."

Assumed Liabilities. On At the Closing Dateand except as otherwise provided for herein, Buyer Holdco shall assume assume, and, from and agree to after the Closing, Holdco shall pay, discharge and perform as and discharge when due all liabilities and obligations (other than Excluded Liabilities) of the Asset Sellers, of every kind, nature, character and description, whether known or unknown, primary or secondary, direct or indirect, absolute or contingent, due or to become due, in each case all (a) Liabilities of TWE and its Affiliates to the extent arising out of, resulting from or associated with the ownership and operation of or relating the Transferred Assets and/or the Transferred Business prior to the Acquired Assets Closing, or the conduct transfer of the such Transferred Assets and/or Transferred Business before, on or after the Closing Dateat Closing, including the following obligations and liabilities (other than Excluded all Master Pre-Closing Liabilities) of the Asset Sellers, but in each case only to the extent such Liabilities are reflected in the Closing Net Liabilities Amount used to calculate the Final Closing Adjustment Amount and (b) all Liabilities to the extent relating to, arising out of or relating to resulting from the ownership and operation of the Transferred Assets and/or the Transferred Business or after the Acquired Assets Closing, including all Specified Launch Support Liabilities (clauses (a) and (b) collectively, the “Assumed Liabilities”): ). The Assumed Liabilities shall not include (i) all obligations and liabilities (A) reflected on the Most Recent Balance Sheet (as defined in Section 2.6) or (B) otherwise arising out of or relating to the Business or the Acquired Assets as of the date of the Most Recent Balance Sheet and which are not required to be reflected thereon according to United States generally accepted accounting principles (“U.S. GAAP”)Excluded Tax Liabilities, except, in the case of clauses (A) and (B), to the extent satisfied prior to the Closing Date; (ii) all obligations and liabilities incurred subsequent to the Balance Sheet Date (as defined in Section 2.6) and Liabilities set forth on or prior to the Closing DateSchedule 2.2, except to the extent satisfied prior to the Closing Date; (iii) all obligations and liabilities arising or incurred by Buyer on or after Liabilities for long-term debt (including the Closing Date; current portion thereof), (iv) all obligations and liabilities that arise out of Buyer’s operation of the Business, the use of the Acquired Assets and/or sale of any products manufactured and/or sold by Buyer or any of its Affiliates (as defined in Section 1.5) on or after the Closing Date; (v) all obligations and liabilities under or arising out of the contracts, agreements, commitments and leases transferred pursuant to Section 1.1(b)(v); (vi) all obligations and liabilities under the licenses, permits and franchises transferred pursuant to Section 1.1(b)(vii); (vii) all obligations and liabilities arising out of the ownership, leasing or operation of the Leased Facilities, whether incurred prior to, on or following the Closing Date; (viii) all obligations and liabilities in respect of employee relations and benefits assumed by, or which are otherwise the responsibility of, Buyer pursuant to Sections 4.6, 4.7 and 9.5; (ix) all obligations and liabilities for any Taxes which are otherwise the responsibility of Buyer pursuant to Article VIII; (x) all obligations and liabilities arising out of or relating to Deferred Items (as defined in Section 1.5) under Section 1.5; (xi) all obligations and liabilities for Environmental Matters (as defined in Section 2.17(a)(v)); (xii) all obligations and liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations Liabilities to the extent arising out of of, resulting from or relating to associated with the Acquired Assets use, ownership or the conduct and operation of the Business prior toExcluded Assets other than Master Pre-Closing Liabilities and Specified 24 Launch Support Liabilities, on (v) any Liabilities of TWE or after its Affiliates other than Assumed Liabilities, (vi) any Liabilities of the Closing Date, regardless type that would be excluded from financial statements by reason of whether the GAAP Adjustments or (vii) any such action, suit, proceeding, dispute, claim or investigation was commenced prior to, on or after the Closing Date; (xiii) all obligations and liabilities arising out of or relating intercompany payable created to record cash lent to the repairTransferred Systems prior to Closing (clauses (i) through (vii) collectively, rework, replacement or return of, or any claim for breach of warranty in respect of or refund of the purchase price of, products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xiv) all obligations and liabilities arising out of or relating to any product liability claim (including any such claim arising out of or relating to injury to or death of persons“Excluded Liabilities”), damage to or destruction of property or any worker’s compensation claim, in each case to the extent relating to products or goods of the Business manufactured or sold prior to, on or after the Closing Date, regardless of whether any such claim was brought prior to, on or after the Closing Date; (xv) all obligations and liabilities for claims relating to the Business under each Asset Seller’s self-insurance arrangements, if any; (xvi) all defined-benefit type pension liabilities for the PKI Germany Acquired Employees as set forth on Schedule 1.1(d)(xvi); and (xvii) all obligations and liabilities in respect of New Buyer Employees that arise after the Closing Date, except for any such obligations or liabilities that are specifically retained by either Asset Seller in this Agreement.