Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth in, 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 discharge and perform when due all of the following Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, Buyer hereby agrees, effective at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall to assume and thereafter to timely pay, discharge and perform when due in accordance with their terms, all of the following Liabilities liabilities of Seller and the Retained Subsidiaries of whatever nature, whether presently in existence or arising hereafter (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assetsall Current Liabilities; (b) All Liabilities for Taxes all liabilities to the extent arising out of or relating to the Transferred Assets any products manufactured, sold or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on distributed by, or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising beforeservices provided, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates with respect to the Business (including any such products or predecessorsservices that have been discontinued or that were manufactured, sold, distributed or provided by a predecessor entity prior to or after Seller’s ownership of such entity); (c) all liabilities that are expressly assumed by Buyer pursuant to Article 9; (d) all liabilities arising out of or in connection with any member Applicable Law related to unclaimed or abandoned property related to or arising out of the Alkali Group Business or any the Purchased Assets; (e) all liabilities arising out of their Affiliates or predecessors due to the failure of the parties to comply with “bulk sales” or “bulk transfer” laws; (f) all Insurance Obligations to the extent arising out of the conduct of the Business; (g) all liabilities that Buyer expressly assumes or agrees to bear under this Agreement; (h) all liabilities arising under contracts, agreements, licenses, commitments, sales and purchase orders and other instruments that are included in the Purchased Assets; (i) all liabilities set forth on any real property with respect to: Section 2.04(i) of the Disclosure Schedule; and (j) all other liabilities or obligations to the extent arising out of (i) the Release Purchased Assets or threatened Release of the Business (as currently or exposure to any Hazardous Materials on formerly operated or emanating from any real propertyconducted, or as operated or conducted in the future), (ii) any activities occurring or conducted (currently or formerly) at the off-site storage, treatment, recycling, transportation, disposal or arrangement for Real Property (including offsite disposal of any Hazardous Materials substance or material), or (iii) any violation of Environmental Law; (f) All Liabilities arising out ofactivities occurring or conducted at any real property formerly owned, resulting from leased or otherwise in respect of operated to the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily extent related to the BusinessBusiness (including offsite disposal of any substance or material), including in each case of clauses (i) through (iii) liabilities or obligations which arise under Environmental Law except for Retained Tax Liabilities; and (h) All other Liabilities of provided that, any Transfer Taxes incurred in connection with the Business that are not Excluded Liabilities. The transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the manner set forth in Article 8; Buyer’s obligations of Purchaser and the members of the Alkali Group under this Section 2.4 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 or agreement contained in this Agreement, the Ancillary Agreements Transaction Documents or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or thereunder or otherwise.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth inin this Agreement and excluding the Retained Liabilities (as defined herein), on the Closing Date, Buyer shall assume all the Liabilities of the Business and the Liabilities of the Acquired Assets that have not been paid, performed or discharged in full as of the Closing (as defined herein) and shall be solely and exclusively liable with respect to, and in accordance withshall pay, this Agreementperform or discharge, at the Closingindemnify, immediately following the consummation defend and hold harmless Seller, Parent and their Affiliates, including Condo Owner, against any loss, liability, damage or expense arising from all Liabilities of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume Business and discharge and perform when due all Liabilities of the following Liabilities Acquired Assets (collectively, the “Assumed Liabilities”):), including, without limitation, those Liabilities set forth below: (a) All all Liabilities arising from or relating to the Acquired Assets; (b) all Liabilities that Buyer and its Affiliates have expressly agreed to retain, pay for or be responsible for pursuant to this Agreement; (c) all Liabilities of the Business arising out of the conduct of the Business at any time on, prior to or after the Closing, except to the extent expressly retained by Seller as Retained Liabilities pursuant to this Agreement; (d) all Liabilities relating to, arising out of, to any fees and expenses of Buyer or any of its Affiliates incurred in connection with this Agreement, including, without limitation, any act fees or omission by any Person with respect toexpenses of counsel to Buyer and its Affiliates; (e) subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 8.03 hereof, or any Person’s ownership or operation of, all Liabilities for Taxes arising out of the Business or any of the Transferred Assets, in each case, whether fixed Acquired Assets attributable to any period (or contingent, matured portion thereof) ending after or unmatured, on the Closing; (f) all Liabilities to any Employee arising by Law or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, including, without limitation, all Liabilities under the Plans and all other than employee benefit plans maintained applicable to any of the Excluded Liabilities Employees under WARN or COBRA (or similar state or local laws) and all Liabilities to any Westin or Troon employee resulting from the extent sale of the Resort pursuant to this Agreement or arising on or after the Closing; (g) all Liabilities arising from the Contracts, including, without limitation, (i) the Westin Management Agreement, including, without limitation, Sections 4.4 and 4.7.2 therein, (ii) the Troon Management Agreement, including, without limitation, Section 7.03 therein, (iii) the Rental Pool Agreement, including, without limitation, liability for any payments to be made after the Closing Date to any lessor thereunder regarding certain completed refurbishments, (iv) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (v) any Contracts relating to the Excluded Assetsadvertising of the Business, and (vi) all Liabilities arising upon or in connection with (A) the transfer, assumption and/or assignment of any or all of the Contracts, (B) the sale of the Business, the Real Property and/or the Acquired Assets or any portion thereof, or (C) the termination of any or all of the Contracts; (bh) All all Liabilities for Taxes relating to arising from the Transferred Parcel F litigation set forth in Schedule 4.09 attached hereto, all Liabilities of GTA or any of its Affiliates arising from the Automatic Hotel Charges Settlement, and all litigation, arbitration proceedings or claims arising from the conduct of the Business, the Acquired Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)at or after the Closing; (ci) All all Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant relating to the terms of this Agreement Business or any of the Ancillary AgreementsAcquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law, in each case arising from or based on conduct, or a failure to act, occurring at any time other than during the period of Seller’s title to the related Acquired Assets; (dj) All all Liabilities under for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to any of the Business Employee PlansAcquired Assets or products, or any part or component serviced, distributed, leased or sold by or on behalf of the Business, or services performed by the Business, at or after the Closing, including, without limitation, any such Liabilities based on negligence, strict liability, product liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use, or any allegations concerning any of the foregoing; (ek) All all Liabilities first occurring relating to any agreement or arising beforearrangement transferred to or acquired by Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the Closing, including, without limitation, any Liability accruing with respect to any time period on or prior to the Closing Date; (l) any premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business; (m) subject to Sections 2.05(f) and 2.07 hereof, any premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business accruing with respect to any time period ending after, on or prior to the Closing Date and/or due on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (fn) All any and all Liabilities arising out of, resulting from or otherwise in respect of the Action set forth Contracts, including any Liability accruing with respect to any time period on Section 2.4(f) of or prior to the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)Closing Date; (go) All accounts payable, trade accounts payable and trade obligations primarily all Liabilities arising out of or related to any Liens not expressly retained by Seller pursuant to Section 2.04 hereof, including, without limitation, the BusinessLoan Agreement, dated as of July 15, 2004, by and between Elk Funding, L.L.C. and Parent, regarding a promissory note in the amount of Seven Hundred Thousand Dollars ($700,000) in the name of Parent secured by the lien of that certain Assignment of Defense and Escrow Agreement dated as of July 15, 2004, by and between Parent and Elk Funding, L.L.C. assigning all of the right, title, interest and estate of Parent in the Defense and Escrow Agreement to Elk Funding, L.L.C.; (p) notwithstanding anything to the contrary in this Agreement, all current Liabilities on the Statement of the Closing Date Working Capital, subject to the adjustment thereof pursuant to Section 2.07 hereof, whether or not such Liabilities are similar in nature, type or magnitude to the Liabilities reflected on the Unaudited Balance Sheet; and (hq) All other all Liabilities of the Business that are 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 reason of any actual or alleged breach of any covenant or agreement contained set forth 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 otherwiseSchedule 2.03(q) attached hereto.

Assumed Liabilities. On Subject to Section 2(d), in connection with the terms purchase and subject to the satisfaction or waiver sale of the conditions set forth in, and in accordance with, Transferred Assets pursuant to this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and discharge pay, discharge, perform or otherwise satisfy, and perform when due all indemnify, defend and hold harmless from and after the Closing Seller and each of the Seller Indemnified Parties from and against, the following Liabilities liabilities and obligations (collectivelyother than Excluded Liabilities) of any kind and nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become due, of the Seller Entities arising out of, relating to or otherwise in respect of the Business or the Transferred Assets (the “Assumed Liabilities”): (ai) All any trade account payable of the Business reflected in the Balance Sheet; (ii) any trade account payable (other than a trade account payable to any Seller Entity or their respective Affiliates) of the Business incurred subsequent to the date of the Balance Sheet in the ordinary course of business consistent with past practice (but not for any liabilities arising out of the breach by a Seller Entity of its obligations); (iii) except as provided in Section 2(d), all Environmental Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or to the Transferred Assets, in each casewithout regard to whether Environmental Conditions were present at, whether fixed on, or contingentunderlying such Transferred Assets on, matured or unmatured, arising by Law or by Contract or otherwise, relating prior to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsClosing Date; (biv) All Liabilities for any Taxes relating to be paid by the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible Buyer pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)Article 6; (cv) All Liabilities agreed all liabilities of the Seller under the Contracts (other than Contracts which are Excluded Assets) and the Business Permits to be performed on or after after, or in respect of periods following, the Closing by Purchaser or any member of the Alkali Group pursuant Date; provided, however, that with regard to liabilities under such Contracts, such liability shall only be assumed to the terms extent such liability does not arise from or relate to any breach of this Agreement or any of such Contract that occurred prior to the Ancillary AgreementsClosing Date; (dvi) All Liabilities under all liabilities in respect of products or services manufactured, marketed, distributed, supplied, performed or sold by the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection including product liability and negligence claims and liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims; (vii) any obligations or liabilities to or with respect to any current or former Non U.S. Business Employees (and their covered dependents and beneficiaries), but only if and to the Business as currently or previously conducted by Seller extent Buyer or any of its Affiliates succeeds to such liabilities or predecessors, any member obligations (or to participation in the Employee Plans under which such liabilities or obligations are incurred) in accordance with the provisions of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental this Agreement and applicable Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (hviii) All other Liabilities subject to Section 2(m), any payment obligations to Non-U.S. Business Employees who become Transferred Employees, which payment obligations arise under the terms of any retention and/or severance agreements or arrangements made in contemplation of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members consummation of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether transactions contemplated by 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 From and after the terms Closing Date, Purchaser shall, without any further responsibility or liability of, or recourse against, Parent or Seller, or any of their respective Affiliates, or any of the respective directors, shareholders, officers, employees, agents, consultants, representatives, successors or assigns of any of the foregoing, absolutely and subject irrevocably assume and be liable and solely responsible for all Liabilities arising out of or relating to: (i) The ownership, use or possession of the Purchased Assets and operation of the Aesthetics Business after the effective time of the Closing (the “Effective Time”), including, without limitation, any claim that a product used, manufactured, sold or offered for sale by Purchaser after the Effective Time infringes any rights in Intellectual Property of any third party (not affiliated with Parent or Seller); (ii) Employee and employee benefits matters assumed by Purchaser under Article 5; (iii) Liabilities first arising in the ordinary course of the Aesthetics Business after the Closing Date under the Assigned Contracts, specifically excluding any liabilities or obligations arising from or in connection with any breach, violation, default or failure of performance of Seller arising prior to the satisfaction Effective Time and any Liabilities, obligations and responsibilities of Seller arising out of or waiver relating to the Ancillary Agreements; (iv) All Product Warranty Claims; (v) Those customer service contracts set forth on Exhibit 1.3(a)(v) hereto, as such exhibit is updated as of the conditions set forth in, Closing Date to reflect those additional customer service contracts entered into between the date hereof 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 discharge and perform when due all of the following Liabilities Closing Date (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil MatterService Contracts”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (hvi) All Any Transfer Taxes and Straddle Period Taxes attributable to Purchaser pursuant to Sections 4.2(c) and 4.2(e) of this Agreement. For the avoidance of doubt, and notwithstanding any other provision hereof except as provided in Sections 1.3(b)(v), 4.2(e) and 8.2(d), each of the Subsidiaries will, after the Closing Date (after giving effect to the Pre-Closing Transactions) remain subject to all Liabilities they may have on the Closing Date. The obligations described in this Section 1.3(a), including the Liabilities of the Business that Subsidiaries, are not Excluded hereinafter collectively referred to as the “Assumed 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 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 Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, 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, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall to assume and thereafter timely to pay, discharge and perform when due all of in accordance with their terms, the following Liabilities of the Company and its Subsidiaries, in each case, to the extent Related to the Business, irrespective of whether the same shall arise prior to, on or following the Closing Date (collectively, the “Assumed Liabilities”): (ai) All all Liabilities relating to, arising out ofof or relating to any of the Assumed Contracts, or in connection with any act or omission by any Person including with respect to, or any Person’s ownership or operation of, to Liabilities as lessee under the Business or the Transferred AssetsReal Estate Leases (except, in each case, whether fixed with respect to any breach thereof occurring prior to the Closing); (ii) all Liabilities (A) arising under the Assumed Company Plans (except, in each case, with respect to any breach thereof occurring prior to the Closing), (B) with respect to severance or contingentother termination payments or benefits to Business Employees who do not receive an offer of employment in accordance with Section 6.1, matured (C) arising out of or unmatured, arising by Law or by Contract or otherwise, relating to factsthe employment, conditions, circumstances, events, actions termination of employment or omissions occurring prior to, employment practices or workers’ compensation insurance with respect to the Transferred Employees on or after the ClosingClosing Date, other than including all administrative functions pertaining to workers’ compensation claims arising on or after the Excluded Liabilities or Liabilities Closing Date and (D) with respect to the extent relating to the Excluded Assetspayment of 2019 annual performance bonuses; (biii) All all Liabilities for Taxes arising out of, based upon, resulting from or relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)operation of the Business following the Closing; (civ) All all Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant under Shared Contracts to the terms of this Agreement extent transferred to the Acquiror or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property in accordance with respect to: (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business5.5; and (hv) All all other Liabilities of accrued liabilities to the Business that are not Excluded Liabilities. The obligations of Purchaser and extent included in the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseFinal Net Working Capital Statement.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth inherein, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and agree to pay, perform and discharge and perform when due all of only the following Liabilities of Seller (collectively, the “Assumed Liabilities”):), and no other Liabilities: (a) All all Liabilities relating to, arising out of, of or 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 Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to factsany clinical trial liability, conditionsproduct liability, circumstances, events, actions breach of warranty or omissions occurring prior to, on similar claim for injury to person or after property that resulted from (i) the Closing, other than use or misuse of the Excluded Liabilities Product sold or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed used on or after the Closing by Purchaser or any member (ii) the use or misuse of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, Product in connection with the Business as currently or previously activities conducted by Buyer prior to the Closing (including under the Prior Collaboration Agreement), except to the extent directly caused by (i) the failure by Seller or any of its Affiliates to comply with any Law or predecessorsGovernmental Order or (ii) Seller’s failure to perform its obligations under this Agreement or the Prior Collaboration Agreement; (b) all Liabilities arising out of or relating to any activities or obligations undertaken by Buyer under or in connection with the Prior Collaboration Agreement (including the activities and obligations under the Development and Regulatory Program (as defined in the Prior Collaboration Agreement)), which Buyer acknowledges includes all such activities prior to, on and after the Signing Date; (c) all Liabilities arising out of or relating to any member contracts into which Buyer entered or otherwise is a party in connection with the activities undertaken by Buyer under or in connection with the Prior Collaboration Agreement (including the activities under the Development and Regulatory Program), which Buyer acknowledges includes all such activities prior to, on and after the Signing Date; (d) any Liabilities arising out of, in respect of or in connection with the failure to comply with any Law or Governmental Order to the extent arising out, or resulting from, Buyer’s acts, omissions or direction, including Buyer’s acts, omissions or directions as regulatory sponsor for the Product under the Prior Collaboration Agreement; (e) all Liabilities associated with the Product Registrations, including the responsibility for all product development, testing, complaints, recalls, adverse event reporting, market withdrawals and field corrections of the Alkali Group Product to the extent that the same relate to Product sold on or any of their Affiliates or predecessors on any real property with respect to: after the Closing, except to the extent directly caused by (i) the Release failure by Seller or threatened Release any of its Affiliates to comply with any Law or exposure to any Hazardous Materials on Governmental Order or emanating from any real property, (ii) Seller’s failure to perform its obligations under this Agreement or the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawPrior Collaboration Agreement; (f) All all Liabilities for Taxes arising out ofof or relating to, resulting from directly or otherwise in respect indirectly, the Product Rights (including the Product), or the ownership, sale or lease of any of the Action Product Rights, other than the Liabilities for Taxes set forth on in Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”2.04(f); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the BusinessAssumed Payments; and (h) All other all Liabilities in respect of the Business Assigned Contracts but only to the extent that such Liabilities thereunder (i) are required to be performed after the Signing Date, were incurred in the ordinary course of business and do not Excluded Liabilities. The obligations of Purchaser and relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the members Closing, or (ii) relate to any failure to perform, improper performance, warranty or other breach, default or violation, in each case by Buyer on or prior to the Closing (including on or prior to the Signing Date), directly or indirectly, of the Alkali Group under this Section 2.4 shall not be subject to offset terms, conditions, covenants, representations, warranties or reduction, whether by reason other provisions 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 otherwisean Assigned Contract.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth inClosing Date, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and discharge agree to pay, perform and perform when due otherwise discharge, without recourse to Seller or its Affiliates, all of the following Liabilities of Seller and its Affiliates, successors, assigns or Representatives which relate, directly or indirectly, to the Purchased Assets, other than Excluded Liabilities, but only to the extent of the Seller's Interests (collectively, the “"Assumed Liabilities”):"), including the following such Liabilities: (a) All Liabilities relating toof Seller under the Seller's Agreements, arising out ofincluding the Jointly Owned Stations Operating Agreements, and the Transferable Permits in accordance with the terms thereof, including (i) the contracts, agreements, arrangements, licenses and leases of whatever nature entered into by Seller with respect to the Purchased Assets after the date hereof consistent with the terms of this Agreement and (ii) those contracts, agreements, arrangements, licenses and leases entered into by any party to the Jointly Owned Stations Operating Agreements, for and on behalf of Seller, with or without Seller's Knowledge, and by or to which Seller or the Purchased Assets are bound or subject as of the date hereof, or in connection with any act by or omission by any Person with respect to, or any Person’s ownership or operation of, the Business to which Seller or the Transferred AssetsPurchased Assets become bound or subject after the date hereof, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to factsthe ownership, conditionslease, circumstancesmaintenance or operation of the Purchased Assets, eventsexcept, actions or omissions occurring prior toin each case, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged prior to the Excluded AssetsClosing Date; (b) All Liabilities for Taxes relating of Seller which relate to the Transferred Purchased Assets or the Assumed Liabilities in respect of Taxes for which Purchaser Buyer is responsible liable pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)3.5 or 6.5; (c) All Liabilities agreed of Seller arising under or relating to be performed Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Substances, whether based on common law or after Environmental Laws, whether relating to the Closing by Purchaser Sites or any member Off-Site Location, including (i) any violation or alleged violation of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising beforeEnvironmental Laws, whether prior to, on or after the Closing Date, with respect to the ownership, lease, maintenance or operation of any of the Purchased Assets, including any fines or penalties that arise in connection with the Business as currently ownership, lease, maintenance or previously conducted by Seller or any of its Affiliates or predecessors, any member operation of the Alkali Group or 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 Purchased Assets on or emanating from after the Closing Date (but excluding all fines and penalties that arise in connection with the ownership, lease, maintenance or operation of the Purchased Assets prior to the Closing Date), and the costs associated with correcting any real property, 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 off-site storageClosing Date or arises or becomes manifest on or after the Closing Date) caused (or allegedly caused) by any Environmental Condition or the presence or Release of Hazardous Substances at, treatmenton, recyclingin, transportationunder or migrating from, disposal the Purchased Assets prior to, on or arrangement for disposal of after the Closing Date, including any Environmental Condition or Hazardous Materials Substances contained in building materials at or migrating from the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or near the Purchased Assets; (iii) any violation Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Law; Condition or Hazardous Substances that are present or have been Released prior to, on or after the Closing Date at, on, in, under or migrating from, the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or migrating from the Purchased Assets; (fiv) All Liabilities any bodily injury, loss of life, property damage, or natural resource damage arising out offrom the storage, resulting transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or otherwise after the Closing Date, of Hazardous Substances generated in respect connection with the ownership, lease, maintenance or operation of the Action Purchased Assets; and (v) any Remediation of any Environmental Condition or Release of Hazardous Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, maintenance or operation of the Purchased Assets; provided that nothing set forth on in this Subsection 2.3(c) shall require Buyer to assume any liabilities or obligations that are Excluded Liabilities pursuant to Section 2.4(f2.4(e), 2.4(g), 2.4(h), 2.4(i) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”or 2.4(j); (gd) All accounts payable, trade accounts payable and trade obligations primarily related With respect to the BusinessPurchased Assets, any Tax that may be imposed by any federal, state or local government on the ownership, lease, maintenance, use or sale of the Purchased Assets on or after the Closing Date, except for any Income Taxes attributable to income received by Seller; and (he) All other Liabilities For purposes of clarification, Buyer acknowledges that it shall assume and be fully responsible for holding in its accounts sufficient SO2 Allowances and NOx Allowances to cover emissions of SO2 and NOx from all of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members Sites for all of the Alkali Group under this Section 2.4 shall not be subject calendar year in which the Closing occurs, including the period of such year prior to offset or reduction, whether by 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 otherwiseClosing Date.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver of the conditions set forth inherein, Buyer hereby assumes and agrees to perform and discharge in accordance withwith their terms, this Agreementwithout recourse to Sellers, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of only the following Liabilities of Sellers (collectively, the “Assumed Liabilities”):), with such assumption to be effected herein and set forth in the Assignment and Assumption Agreement: (a) All all Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, of the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities Acquired Contracts but only to the extent relating that such Liabilities thereunder required to be performed after the Closing Date do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Sellers on or prior to the Excluded AssetsClosing; (b) All any Liabilities for Taxes imposed with respect to, arising out of or relating to the Transferred Assets or Purchased Assets, the Assumed Liabilities for which Purchaser is responsible pursuant or the Business, in each case exclusively to Section 7.2(ii) and all the extent such Liabilities for are incurred in, or attributable to, taxable periods or portions thereof beginning after the Closing Date (such Taxes for which Purchaser is responsible pursuant a Straddle Period to be allocated in accordance with Section 7.2(iv7.1); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsTransfer Taxes for which Buyer is responsible under Section 7.3; (d) All Liabilities under all accounts payable and all accrued expenses, to the Business Employee Plansextent subject to the calculation of Net Working Capital hereunder; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth all lease obligations listed on Section 2.4(f1.3(e) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the BusinessSchedule; and (hf) All other Liabilities all obligations and liabilities arising out of the operation of the Business or ownership of the Purchased Assets on or after the Effective Time; provided, for the avoidance of doubt, that are Buyer is not assuming any debt, liability or obligation of any Seller or any Affiliate of Seller, other than the Assumed Liabilities, and Sellers and their Affiliates shall retain all other Liabilities and obligations of Sellers and their Affiliates or otherwise related to the Business or the Purchased Assets, whether accrued, absolute, contingent or otherwise, or whether known or unknown, including, without limitation, the 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 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 At the Closing, on the terms and subject to the satisfaction or waiver of the conditions set forth inherein, and except as otherwise set forth in accordance with, this the Employee Matters Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, AHD shall assume and be liable for, and shall pay, perform and discharge and perform when due due, all of the following Liabilities of Atlas and the Atlas Subsidiaries (including the Purchased Entities) as of the Closing Date (collectively, the “Assumed Liabilities”): (a) All all monetary and non-monetary Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, of Atlas or any Person’s ownership of the Atlas Subsidiaries under Transferred Business Contracts or operation ofTransferred Real Property Leases, the including all Liabilities that arise out of or relate to any breach of any such Transferred Business Contracts or the Transferred Assets, in each caseReal Property Leases, whether fixed such breach currently exists 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 occurs before or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)Specified Current Liabilities; (c) All [Reserved] (d) all Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement Atlas or any of the Ancillary Agreements; Atlas Subsidiaries to the extent related to the Transferred Business or the Purchased Assets and (d1) All Liabilities arising from or related to the Release or threatened Release of any Hazardous Materials (or allegation of same) (i) on, from or adjacent to any of the Purchased Assets or any other property currently or formerly owned, operated or leased by or used in the Transferred Business, or (ii) on or from any other property where Hazardous Materials are or were (or are or were alleged to be) Released, threatened to be Released, discharged or disposed of in connection with the Purchased Assets, the Transferred Business or any other property currently or formerly owned, operated, or leased by or used in the Transferred Business, whether or not, in any case, such Release, threatened Release, discharge or disposal was in compliance with Environmental Law, (2) arising from or related to the violation of any Environmental Law (or allegation of same), by Atlas or any other Person in connection with the Purchased Assets or the Transferred Business, or any property currently or formerly owned, operated or leased by or used in the Xxxxxxxxxxx Xxxxxxxx, (3) arising under the Business Employee Plansany Environmental Law or (4) for claims relating to employee heath and safety, including claims for injury, sickness, disease or death of any person; (e) All all Liabilities first of Atlas or any of the Atlas Subsidiaries to the extent related to the Purchased Assets or to the extent related to the Transferred Business (i) arising out of or resulting from non-compliance with any Law or Order of any Governmental Entity (whether such non-compliance occurred before or after the Closing) or (ii) arising out of any Action, whether pending or commenced before or after the Closing; (f) all Liabilities, whether occurring or arising accruing before, on or after the Closing Date, in connection with whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date, to the extent arising out of or resulting from the Purchased Assets or to the extent related to the Transferred Business, or to the extent arising under or related to the ownership and operation of the Transferred Business as currently or previously conducted by Seller the ownership, control or use of the Purchased Assets, including any such Liabilities of Atlas or any of its Affiliates or predecessorsAtlas Subsidiary as a control person, any member of an affiliated group or a parent entity under applicable Law; (g) all Liabilities to the Alkali Group extent arising under or related to the organization, promotion, marketing, securities offerings, management, operations or supervision of the Drilling Partnerships, including any such liabilities as a “control person” under Section 15 of their Affiliates the Securities Act or predecessors on other provision of applicable Laws; (h) other than any real property with Indebtedness under or in respect to: of (i) the Release Indenture, dated as of January 23, 2008, among Atlas Energy Operating Company, LLC, Atlas Energy Finance Corp., ATN, the subsidiaries named therein and U.S. Bank National Association, as trustee (as it may be amended, supplemented or threatened Release of or exposure restated and in effect from time to any Hazardous Materials on or emanating from any real propertytime), (ii) the off-site storageSenior Indenture, treatmentdated as of July 16, recycling2009, transportationamong Atlas Energy Operating Company, disposal LLC, Atlas Energy Finance Corp., ATN, the subsidiaries named therein and U.S. Bank National Association, as trustee (as supplemented by the First Supplemental Indenture dated July 16, 2009 and as it may be amended, supplemented or arrangement for disposal of any Hazardous Materials or restated and in effect from time to time) and (iii) the Revolving Credit Agreement, dated as of June 29, 2007, among Atlas Energy Operating Company, LLC, ATN, J.X. Xxxxxx Cxxxx Bank, N.A., as administrative agent, Wachovia Bank, N.A., as syndication agent and the other lenders signatory thereto (as it may be amended, supplemented or restated and in effect from time to time), any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related all Indebtedness to the extent relating to the Transferred Business; and (hi) All other all Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 shall not be subject for which AHD is expressly responsible pursuant hereto or pursuant to offset or reduction, whether by reason of any actual or alleged breach of any covenant or agreement contained in this Ancillary 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 As further consideration for the terms and subject to the satisfaction or waiver purchase of the conditions set forth inAssets to be effected hereby, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume and discharge and perform when due all of only the following Liabilities liabilities and obligations of Seller (collectively, the “Assumed Liabilities”): ): those liabilities of Seller which are properly reflected in Seller’s Closing Date Balance Sheet (as defined in Section 2.5) and, with respect to any Tax liabilities assumed, those which are not past due or subject to any uncertain Tax positions within meaning of ASC 740, “Income Taxes.” The Assumed Liabilities shall include only (a) All Liabilities relating toaccounts payable (including commissions currently payable and sales taxes currently payable), arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities operating lease obligations for Taxes relating property used by Seller in its conduct of the Business, (c) customer deposit obligations that have not been applied towards inventory purchases or any other aspect of a customer installation and with respect to which Seller has not yet performed any services for the Transferred Assets or customer, and (d) any deferred revenue under service contracts which are assignable and delegable and are assigned to and assumed by Purchaser (with any necessary consents from the customer-obligee and any other necessary third party); provided that the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: shall expressly exclude (i) the Release or threatened Release all undisclosed, unrecorded and unwritten liabilities of or exposure to any Hazardous Materials on or emanating from any real propertyevery type and character, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or all accounts payable owed to Littler Xxxxxxxxx PC and (iii) any violation and all indebtedness for borrowed funds, including indebtedness, obligations and liabilities, if any, of Environmental Law; Seller to (fA) All Liabilities arising out ofthe RDC, resulting from or otherwise in respect of the Action set forth on Section 2.4(f(B) of the Seller Disclosure Schedule * , (the “ANSAC Brazil Matter”); C) Seller’s investors, and (gD) All accounts payableSeller’s capital option holders, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseof them.

Assumed Liabilities. On Subject to the terms of this Agreement and subject to excluding the satisfaction or waiver of the conditions set forth in, and in accordance with, this AgreementRetained Liabilities, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume (or cause its applicable designated Affiliates to assume) and agrees to pay, discharge or perform when due (or cause its applicable designated Affiliates to pay, discharge and perform when due all of due) only the following Liabilities of the Partnership and its subsidiaries (collectively, the “Assumed Liabilities”):), and no others: (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsAny and all Accounts Payable; (b) All Liabilities for Taxes relating to The Closing Credit Facility Indebtedness and Working Capital Indebtedness (together with any amendments, restatements, replacements or refinancing thereof, it being understood that such Indebtedness will be repaid in full at the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivClosing); (c) All Any and all Liabilities agreed relating to or arising out of the Purchased Contracts, Purchased Leases, Purchased Permits or Purchased Intellectual Property, but only to the extent such Liabilities (i) arise or are to be performed on or after the Closing Date, (ii) do not arise from or relate to any breach or violation by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement Partnership or any of its Affiliates (other than a Purchased Venture) or, prior to the Ancillary AgreementsClosing Date, any Purchased Venture of any such Purchased Contracts or Purchased Leases and (iii) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or violation of any of such Purchased Contracts or Purchased Leases; (d) All Any and all Liabilities under in respect of Transferred Employees arising simultaneous with or after the Business Employee PlansTransfer Date, and any and all Liabilities in respect of Transferred Employees assumed or undertaken by Purchaser pursuant to Section 5.2; (e) All Other than the Retained Liabilities, any Liabilities first occurring to the extent arising from the operation of the Business by Purchaser or arising before, on or after its Affiliates following the Closing Date, Date or incurred in connection with the operation of the Business as currently by Purchaser or previously conducted by Seller or any of its Affiliates or predecessors, any member of following the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawClosing; (f) All Liabilities arising out of, Any prepayment penalties or fees incurred by the Partnership or its subsidiaries and resulting from the prepayment at or otherwise in respect prior to Closing of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”);Closing Credit Facility Indebtedness and Working Capital Indebtedness; and (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilities. The obligations Purchased Ventures set forth on the Purchased Ventures Balance Sheets and all Liabilities incurred by the Purchased Ventures in the ordinary course of Purchaser and the members business consistent with past practice of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by reason Business since the date 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 otherwisePurchased Ventures Balance Sheets (“Purchased Ventures Accepted Liabilities”).

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the ClosingBuyers (in accordance with Section 2.10) agree, immediately following the consummation effective as of the Share SaleEffective Time, Alkali HoldCo, on behalf of Purchaser, shall to assume and discharge and perform when due all of only the following Liabilities liabilities and obligations of Sellers and their respective Affiliates (collectively, the “Assumed Liabilities”): (a) All Liabilities 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 toto any such liabilities or obligations) except, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, to the Business or the Transferred 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 Inventory sold after the ClosingEffective Time, other than for any such liabilities or obligations arising or occurring from actions taken (or failed to be taken) by the Excluded Liabilities Sellers or Liabilities their Affiliates prior to the extent relating to the Excluded AssetsEffective Time; (b) All Liabilities for Taxes all liabilities and obligations relating to the Transferred Assets or return of any Products after the Assumed Liabilities Effective Time, except for which Purchaser is responsible pursuant any Seller Returns and as provided in the proviso to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv2.04(b); (c) All Liabilities agreed all liabilities and obligations for rebates, discounts, chargebacks and other offsets to be performed on or the price charged for the Products occurring after the Closing by Purchaser or any member of the Alkali Group pursuant Effective Time, except to the terms of this Agreement or any of the Ancillary Agreementsextent provided in Section 2.04(c)(ii); (d) All Liabilities all liabilities and obligations arising under the Business Employee Plans;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 Sellers or their respective Affiliates prior to the Closing Date; and (e) All Liabilities first occurring all liabilities and obligations arising out of any action, suit, investigation or proceeding to the extent relating to or arising beforeout of actions 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, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating directly or indirectly to the Purchased Assets, the Business or the Products, but only to the extent related to any period on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseEffective Time.

Assumed Liabilities. On It is understood and agreed that Purchaser shall not assume or become liable for the terms and subject to payment of any debts, liabilities, losses, charge-backs, accounts payable, bank indebtedness, mortgages, leases or other obligations of Sellers, whether the satisfaction same are known or waiver unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed, except for the conditions following obligations set forth in, in Section 1.3(a) 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 discharge and perform when due all of the following Liabilities Section 1.3(b) (collectively, the “Assumed Liabilities”):), and Purchaser agrees that, at Closing, it shall assume, pay, perform and discharge pursuant to the “Assumption Agreement” referred to in Section 7.5(c) the Assumed Liabilities in accordance with their respective terms: (a) All Liabilities all “Current Liabilities” (as defined in Section 1.7(a)) of Sellers relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, to the Business or (including all accounts payable but excluding all Current Liabilities associated with the Transferred Excluded 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, and incurred on or after prior to the Closing, other than the Excluded Liabilities or Liabilities Closing Date but (i) only to the extent relating that such liabilities are reflected on such Seller’s consolidated balance sheet dated as of February 29, 2004 and delivered to Purchaser prior to the Excluded Assets; date of this Agreement (bthe “Latest Balance Sheet”); or (ii) All Liabilities for Taxes relating if such liabilities are incurred after the date of the Latest Balance Sheet, only to the Transferred Assets or extent such liabilities are either (A) reflected on the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(iiFinal Working Capital Statement, (B) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member incurred as a result of the Alkali Group pursuant to conduct of the Business in the ordinary course and consistent with Sellers’ past practice, (C) consistent with amounts historically incurred by such Seller, and (D) incurred in compliance with the terms of this Agreement or any (X) not to the Knowledge of the Ancillary Agreements;Sellers known in time to be included in the Final Working Capital Statement, (Y) incurred as a result of the conduct of the Business in the ordinary course and consistent with Sellers’ past practice, and (Z) incurred in compliance with the terms of this Agreement; and (db) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or all liabilities and obligations arising before, on or after the Closing DateDate (but excluding any liabilities or obligations arising from any acts or omissions of Sellers, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessorsincluding, without limitation, any member breach of the Alkali Group contract, breach of warranty or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out oflaws, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related occurring prior to the Business; and (hClosing Date) All other Liabilities of the Business that are under or pursuant to Assumed Contracts, including but not Excluded Liabilities. The obligations of Purchaser limited to, all Leases and the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseLicenses.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, effective at the ClosingEffective Time, immediately following the consummation of the Share SaleBuyer shall assume, Alkali HoldCoand shall pay, on behalf of Purchaserperform, shall assume fulfill and discharge and perform when due all of discharge, the following Liabilities of Seller or its Subsidiaries (collectively, the “Assumed Liabilities”): (a) All all Liabilities relating toaccruing from, arising out of, of or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or related to the Transferred AssetsContracts that are incurred or required to be paid, in each case, whether fixed performed 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, otherwise discharged on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsEffective Time; (b) All all Liabilities for Taxes relating accruing from, arising out of or related to Buyer’s operation of the Business and the ownership and operation of the Transferred Assets on or after the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)Effective Time; (c) All all Liabilities agreed to be performed on or after the Closing that are assumed by Purchaser or any member operation of the Alkali Group pursuant Applicable Law related to the terms Transferred Employees whose primary place of this Agreement or any of employment is outside the Ancillary AgreementsUnited States, including those specified in Schedule 2.03(c); (d) All Liabilities under the Business Employee Plansall Product Obligations; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted any Taxes to be paid by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure Buyer pursuant to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law;Section 5.09; and (f) All all Liabilities arising out of, resulting from to be performed by Buyer or otherwise in respect its Subsidiaries under this Agreement and the Ancillary Agreements. The assumption by Buyer of the Action set forth on Section 2.4(f) Assumed Liabilities and the transfer of the Assumed Liabilities by Seller Disclosure Schedule (and its Subsidiaries shall in no way expand the “ANSAC Brazil Matter”); (g) All accounts payablerights or remedies of any Person against Buyer or Seller and its Subsidiaries or their respective officers, trade accounts payable directors, employees, shareholders and trade obligations primarily related advisors as compared to the Business; and (h) All other Liabilities rights and remedies that such Person would have had against such Parties had Buyer not assumed the Assumed Liabilities. Without limiting the generality of the Business that are not Excluded Liabilities. The obligations of Purchaser and foregoing, the members assumption by Buyer of the Alkali Group under this Section 2.4 Assumed Liabilities shall not be subject to offset or reduction, whether by reason of create 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 otherwisethird-party beneficiary rights.

Assumed Liabilities. On Subject to Section 2.4 (Excluded Liabilities), upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, Buyer agrees, effective at the ClosingEffective Time, immediately following the consummation to assume (or cause to be Assumed) all Liabilities of Seller or any of the Share Sale, Alkali HoldCo, on behalf Retained Subsidiaries (or any predecessor of Purchaser, shall assume and discharge and perform when due all any of the following foregoing or any prior owner of all or part of the businesses or assets of any of the foregoing) Relating to the Business of whatever nature, whether presently in existence or arising hereafter, except for Excluded Liabilities (collectively, the “Assumed Liabilities”):), including the following: (a) All all Liabilities relating toset forth on the Balance Sheet and all Liabilities incurred after the Balance Sheet Date to the extent not satisfied prior to the Effective Time or included as an Excluded Liability; (b) all Liabilities of Seller or any of the Retained Subsidiaries arising under the contracts, agreements and other instruments referenced in Section 2.1(e); (c) all Liabilities arising out of or in connection with acts or omissions by or on behalf of the Business occurring at or prior to the Effective Time; (d) all Pre-Closing Product Liabilities, to the extent such Pre-Closing Product Liabilities are not Excluded Product Liabilities; (e) except with respect to Excluded Liabilities, all Liabilities or obligations arising out of any Action (i) Relating to the Business, and (ii) initiated or pending on or after the Effective Time; (f) all trade and non-trade accounts payable and other accounts and notes payable (including, to the extent reflected in the Final Closing Working Capital or Final Closing Indebtedness, any intercompany accounts payable that are due to Seller or any Retained Subsidiary and not settled in accordance with Section 5.3); (g) all Liabilities (other than Transaction Expenses and any Liabilities that are expressly retained by Seller pursuant to Article VII) (i) arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business employment or service, or the Transferred Assetstermination of employment or service (actual or constructive), in each caseof any Business Service Provider or Former Business Service Provider, 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating such Liabilities relate to such Business Service Provider’s or Former Business Service Provider’s employment, service or termination with respect to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) Business and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or in each case whether arising before, on or after after, the Closing Date(including, in connection without limitation, any severance, termination indemnities, gratuities or termination-related payments or benefits and including any such liabilities arising under Applicable Law, contract, any Seller Collective Agreement or otherwise), other than any such Liabilities that are expressly retained by Seller pursuant to Article VII, (ii) arising out of, or relating to, any current or former employee of Seller or a Retained Subsidiary (other than any Business Employee or Former Business Employee) who was at any time previously primarily employed with respect to the Business as currently (in the case of this clause (ii), to the extent such Liabilities relate to such individual’s employment with respect to the Business) or previously conducted by Seller (iii) expressly assumed by, or transferred to, Buyer or any of its Affiliates or predecessors, any member of Subsidiaries (including the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (iPurchased Subsidiaries) the Release or threatened Release of or exposure pursuant to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawArticle VII; (fh) All all Liabilities arising out of, resulting from or otherwise relating to, any Purchased Subsidiary Benefit Plan or Assumed Benefit Plan, in respect of each case whether arising before, on or after, the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)Closing; (gi) All accounts payableall Liabilities Relating to the Business arising out of or in connection with any act, trade accounts payable and trade obligations primarily omission or circumstance occurring at any time after the Effective Time; (j) all Assumed Environmental Liabilities; (k) all Liabilities (other than Excluded Product Liabilities) for any Third Party Claim related to or arising out of the BusinessBusiness or the Purchased Assets, including Liabilities relating to, or arising out of, (A) breach of contract, and (B) the use, application, malfunction, defect, design, operation, performance, marketing, sale, or suitability of any product or services of the Business manufactured, sold or distributed prior to the Effective Time, whether in contract, tort, warranty, or any other legal theory, notwithstanding the fact that insurance coverage for such Third Party Claim may be, or may have been, available under an applicable insurance policy that is an Excluded Asset; and (hl) All other all Liabilities of for Buyer Indemnified Taxes (it being understood that this clause (l) is the Business sole clause in this Section 2.3 that are not Excluded Liabilitiesincludes Liabilities for Taxes). The Buyer’s obligations of Purchaser and the members of the Alkali Group under this Section 2.4 2.3 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant or agreement contained in this Agreement, the Ancillary Agreements Transaction Documents or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise.

Assumed Liabilities. On 2.9.1 From and after Closing, Xxxxx agrees to assume, accept, discharge, perform, be liable for and fulfill the terms following obligations, liabilities, and subject responsibilities relating to the satisfaction or waiver of the conditions set forth in, 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 discharge and perform when due all of the following Liabilities Project Assets (collectively, the “Assumed Liabilities”):) and shall indemnify, defend and hold harmless Seller and each of Seller Indemnified Party from and against any and all Assumed Liabilities: (a) All Liabilities relating toall Losses, Liabilities, debts, obligations, commitments and claims (other than the Environmental Liabilities), whether direct or indirect, known or unknown, present or future, absolute, accrued or contingent, arising out of, of or in connection with any act respect of the Project Assets which are incurred, accrued or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred 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, the period on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsEffective Time; (b) All Liabilities for Taxes relating to all Environmental Liabilities, whether occurring or accruing on or after the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv);Effective Time; and (c) All Liabilities agreed any other obligations or liabilities expressly assumed by Buyer under this Agreement, provided that all Losses, Liabilities, debts, obligations, commitments and claims which are existing prior to the Effective Time shall not be performed on assumed by Buyer. Buyer and its Affiliates hereby waive, and acknowledge and agree that none of them shall exercise, any right or after the Closing by Purchaser or remedy against any member of the Alkali Group pursuant Seller Indemnified Parties in respect of any Environmental Liabilities relating to the terms of this Agreement Project Assets that Buyer or any of its Affiliates may otherwise have under any Applicable Law (including strict liability and rights to contribution and cost recovery under Environmental Law), including any right to name any of the Ancillary Agreements; (d) All Liabilities Seller Indemnified Parties as a third party under the Business Employee Plans; (e) All Liabilities first occurring any action commenced or arising before, on enforcement proceeding by or after the Closing Date, in connection with the Business as currently or previously conducted by against Seller or any of its Affiliates or predecessors, any member and Buyer and its Affiliates hereby release each of the Alkali Group Seller Indemnified Parties from any and all Proceedings whatsoever Buyer or any of their its Affiliates or predecessors on may have against any real property with respect to: (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable Indemnified Parties with respect to any and trade obligations primarily related all Environmental Liabilities relating to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseProject Assets.

Assumed Liabilities. Except as expressly set forth in this Section 1.3, the Buyer assumes no Liabilities of the Company, whether such Liabilities are or may be direct or indirect, absolute or contingent, or relating to the Business. On the terms and subject to the satisfaction or waiver of conditions hereof on the conditions set forth inEffective Date, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and discharge agree to pay, perform and perform discharge, as and when due due, the following (all of the following Liabilities (collectively, the which are referred to collectively as “Assumed Liabilities”):). (a) All Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, Lease obligations for the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsLeased Premises; (b) All Liabilities Lease obligations for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)a photocopy machine; (c) All obligations, responsibilities and Liabilities agreed relating to be performed on or arising out of or incurred in connection with performance after the Closing by Purchaser or any member Effective Date of the Alkali Group pursuant Assumed Contracts, excluding Liabilities attributable to any failure by the Company to comply with the terms of this Agreement or any of the Ancillary Agreementsthereof; (d) All Any other Liabilities under as set forth on Schedule 1.3(d); provided that the Business Employee PlansBuyer will not assume and will not be liable for, and the Company will retain and will remain solely liable for and obligated to discharge, all of the debts, obligations, and other Liabilities of any nature whatsoever arising from such Liabilities prior to the Effective Date; (e) All Liabilities first occurring or arising before, on or after Seller’s obligations to Seller’s employees for “paid time off” accrued but unused as of the Closing Effective Date, in connection but only to the extent such paid time off is identified with respect to particular employees and set forth on Schedule 1.3(e); and (f) Seller’s obligation to provide services (but not parts or materials) for office visits during the Business as currently or previously conducted initial warranty period of manufacturers’ warranties for hearing aids sold by Seller or any of its Affiliates or predecessorsprior to the Effective Date. Except as set forth in (a), any member (b), (c), (d), (e), and (f) above, the Buyer will not assume and will not be liable for, and the Company will retain and will remain solely liable for and obligated to discharge, all of the Alkali Group debts, Contracts, and other Liabilities of any nature whatsoever of the Company or any of their Affiliates or predecessors on any real property with respect to: relating to (i) the Release ownership or threatened Release operation of or exposure to the Company at any Hazardous Materials on or emanating from any real propertytime, (ii) the off-site storageownership or operation of the Assets, treatmentprior to the Effective Date, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or and (iii) any violation of Environmental Law; the Assumed Contracts, prior to the Effective Date, whether known or unknown, accrued or not accrued, fixed or contingent (f) All Liabilities arising out ofcollectively, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil MatterExcluded Liabilities”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 the terms and subject Notwithstanding anything else to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreementcontrary herein, at the Closing, immediately following the consummation of the Share SaleBuyer shall pay, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due or otherwise satisfy all of the following Liabilities (collectively, the “Assumed Liabilities”):in full that are: (a) All Liabilities relating toaccruing, arising out of, of or relating to the conduct or operation of the Business or the ownership or use of the Transferred Assets by the Buyer after the Closing (or in connection with the transactions contemplated hereby to the extent explicitly stated in the Transaction Documents); (b) in respect of any act Taxes to be paid by the Buyer pursuant to Section 6.2 or omission by any Person with respect toSection 6.3; (c) of the Seller or Seller Parent under the Transferred Contracts (including the performance of the Seller’s or Seller Parent’s, or any Person’s ownership or operation ofas applicable, obligations under such Transferred Contracts) and the Business Permits, but excluding any Liabilities to the extent arising from or the Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to factsany breach or violation thereof by the Seller or Seller Parent (but, conditionsfor clarity, circumstances, events, actions including any Liabilities other than the Straddle Environmental Liabilities to the extent arising from a continuation of any such breach or omissions occurring prior to, violation by the Buyer on or after the Closing); (d) in respect of products manufactured, other than marketed, distributed or sold by the Excluded Business, in each case on or after the Closing; (e) arising or accruing at or after the Closing with respect to actions affirmatively taken by the Buyer relating to the Business Employees’ employment by the Buyer, including all such Liabilities or Liabilities expressly assumed by the Buyer pursuant to Section 5.6; (f) expressly assumed by the Buyer pursuant to Section 5.9(f), Section 6.2 and Section 6.3; (g) subject to Section 2.5, attributable to the Buyer’s proportionate interest in respect of any Shared Contract to the extent relating to the Excluded AssetsBusiness; (bh) All Liabilities for Taxes relating to included in the Transferred Assets or calculation of Net Working Capital on the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivAdjustment Statement, except as expressly listed on Schedule 2.3(h); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Assumed Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the BusinessLiabilities; and (hj) All other Straddle Environmental Liabilities of the Business that are 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 reason of any actual or alleged breach of any covenant or agreement contained in this Agreement(collectively with items (a) - (i) above, 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").

Assumed Liabilities. On As of the Effective Time, on the terms and subject to the satisfaction or waiver of the conditions set forth inhereof, and in accordance withas additional consideration for the Purchased Assets, this AgreementBuyer shall assume, at subject to the Closingrespective conditions thereof, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities of Seller set forth in this Section 2.3, in each case, as such Liabilities exclusively relate to the Biotest Therapy BU and the Purchased Assets (collectively, the “Assumed Liabilities”): (a) All Liabilities relating toall Liabilities, to the extent arising prior to or after the Effective Time, under any Assigned Contract, but excluding any Liability arising out ofof any breach, default or intentional misconduct by Seller under any Assigned Contract prior to the Effective Time; (b) all Liabilities in respect of Hired Employees and beneficiaries of Hired Employees but only to the extent related to the period after the Effective Time, except as otherwise provided in Article IX; (c) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property with respect to the Biotest Therapy BU or any Product to the extent such Liabilities relate to Products manufactured and sold by Buyer after the Effective Time; provided, however, that any such Liabilities that relate to Included Inventory (including all Actions relating to any such Liabilities) shall be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller; provided, further, that notwithstanding the foregoing, (A) to the extent such Liabilities are traceable to acts or omissions of Seller prior to the Effective Time, such Liabilities shall be Excluded Liabilities and (B) to the extent such Liabilities are traceable to acts or omissions of Buyer or any of its Affiliates after the Effective Time, such Liabilities shall be Assumed Liabilities; (d) all Liabilities arising out of or relating to the ownership of the Registrations with respect to the Biotest Therapy BU or any Product, including the responsibility for all product complaints, post-market commitments, recalls, adverse event reporting, product deviation reporting, lookbacks, market withdrawals and field corrections, to the extent such Liabilities relate to Products manufactured and sold by Buyer after the Effective Time; provided, however, that any such Liabilities that relate to Included Inventory (including all Actions relating to any such Liabilities) shall be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller; provided, further, that notwithstanding the foregoing, (A) to the extent such Liabilities that relate to Included Inventory are traceable to acts or omissions of Seller prior to the Effective Time, such Liabilities shall be Excluded Liabilities and (B) to the extent such Liabilities that relate to Included Inventory are traceable to acts or omissions of Buyer or any of its Affiliates after the Effective Time, such Liabilities shall be Assumed Liabilities; (e) except with respect to allocation of product Liabilities as set forth in Sections 2.3(c), (d) and (f), all other Liabilities arising prior to and after the Effective Time that relate to or arise from the enforcement of applicable Laws by the FDA and all other regulatory matters, in each case with respect to the Purchased Assets, the Biotest Therapy BU and the Products, including the FDA Warning Letter, noncompliance with applicable Laws and/or Actions related to the foregoing, but excluding any Liability arising out of any fraud, willful misconduct or intentional misrepresentation by Seller in connection with such matters prior to the Effective Time; (f) all Liabilities arising out of or relating to the return of any act Products manufactured and sold by Buyer after the Effective Time; provided, however, that any such Liabilities that relate to Included Inventory (including all Actions relating to any such Liabilities) shall be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller; provided, further, that notwithstanding the foregoing, (A) to the extent such Liabilities are traceable to acts or omission by any Person with respect toomissions of Seller prior to the Effective Time, such Liabilities shall be Excluded Liabilities and (B) to the extent such Liabilities are traceable to acts or omissions of Buyer or any Person’s ownership or operation ofof its Affiliates after the Effective Time, the Business or the Transferred Assetssuch Liabilities shall be Assumed Liabilities; (g) except for Medicaid Rebate Charges, 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, all Liabilities for Rebate Charges and Wholesaler Charges requested on or after the Closingdate 120 days following the Closing Date; (h) all Liabilities for Medicaid Rebate Charges requested on or after the date 270 days following the Closing Date; (i) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.10 (“Assumed Tax Liabilities”); (j) except for the Liabilities that are the responsibility of Seller under the Lease, all Liabilities relating to or arising from the ownership, use, occupancy and operation of the Real Property after the Effective Time to the extent related to the period after the Effective Time; and (k) all other Liabilities arising from the operation and ownership of the Purchased Assets and the Biotest Therapy BU after the Effective Time to the extent related to the period after the Effective Time, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 the terms and subject to the satisfaction or waiver of the conditions set forth inin this Agreement (including, and in accordance withwithout limitation, this AgreementSection 2.02(d)), the Acquiror hereby agrees, effective at the time of the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall to assume and thereafter to pay, discharge and perform when due in accordance with their terms all Liabilities of the following Liabilities Asset Sellers (collectivelybut, for the “Assumed Liabilities”): (a) All Liabilities relating toavoidance of doubt, arising out of, not the Equity Sellers or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities Subsidiaries) to the extent relating to the Excluded AssetsTransferred Assets or Related to the Business, as the same shall exist on the Closing Date (the “Assumed Liabilities”). Without limiting the generality of the foregoing, the following shall be included among the Assumed Liabilities: (i) all Liabilities (other than those Liabilities of the Business Subsidiaries) in the amounts and to the extent shown on the Final Modified Working Capital Statement; (bii) All all Liabilities for Taxes relating to the Transferred Assets or arising under any of the Assumed Liabilities Contracts; (iii) all Taxes for which Purchaser the Acquiror is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)the Tax Matters Agreement; (civ) All all Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant Related to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising Business, whether accruing before, on or after the Closing Date, in connection with the Business whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or Closing Date (but not 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”Tax Liabilities); (gv) All accounts payableall Liabilities, trade accounts payable whether accruing before, on or after the Closing Date, (y) relating in any way to the environment or natural resources, human health and trade obligations primarily safety or Hazardous Materials (including the exposure of any person to Hazardous Materials) and (z) arising from or relating in any way to the Transferred Assets, Related to the Business or otherwise to any past, current or future businesses, operations, products or properties to the extent related to the BusinessTransferred Assets or Related to the Business (including any businesses, operations, products or properties for which a current or future owner or operator of the Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise); (vi) all Liabilities with respect to any return, warranty or similar liabilities for products of the Business that were designed, manufactured or sold on or prior to the Closing Date or that were held in the Inventory of the Business as of the Closing Date; and (hvii) All other all Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 shall not be subject expressly transferred pursuant to offset or reduction, whether by 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 otherwiseExhibit C hereof.

Assumed Liabilities. On the Closing Date, Buyer shall execute and deliver in favor of Seller the Assumption Agreement, pursuant to which Buyer shall assume and agree to pay, perform and discharge, without recourse to Seller or Parent, the following Liabilities of Seller, solely to the extent such Liabilities accrue or arise from and after the Closing, other than Excluded Liabilities (as defined below), in accordance with the respective terms and subject to the satisfaction or waiver of the respective conditions set forth in, 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 discharge and perform when due all of the following Liabilities thereof (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or of Seller under the Transferred AssetsContracts, Transferred Permits and Transferred Intellectual Property, in each casecase in accordance with the terms thereof, 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 Closing, other than the Excluded Liabilities or Liabilities except to the extent relating that such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Excluded AssetsClosing Date or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice would constitute a default by Seller; (b) All all Liabilities for Taxes with respect to Xxxxx County Station arising under or relating to Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Substances, including settlements, judgments, costs and expenses, including reasonable attorneys fees, whether based on common law or Environmental Laws (collectively, “Environmental Liabilities”), but in each case solely to the Transferred extent accruing or arising from and after the Closing Date, with respect to (i) any violation or alleged violation of Environmental Laws with respect to the ownership, lease, maintenance or operation of any of the Purchased Assets, including any fines or penalties that arise in connection with the ownership, lease, maintenance or operation of the Purchased Assets, and the costs associated with correcting any such violations; (ii) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by any Environmental Condition or the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets, including any Environmental Condition or Hazardous Substances contained in building materials at or adjacent to the Purchased Assets or in the Assumed Liabilities soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or near the Purchased Assets; (iii) any Remediation of any Environmental Condition or Hazardous Substances that are present or have been Released at, on, in, under, adjacent to or migrating from, the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or adjacent to the Purchased Assets; (iv) any bodily injury, loss of life, property damage, or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for which Purchaser is responsible pursuant such activities, of Hazardous Substances generated in connection with the ownership, lease, maintenance or operation of the Purchased Assets; (v) any Remediation of any Environmental Condition or Release of Hazardous Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, of Hazardous Substances generated in connection with the ownership, lease, maintenance or operation of the Purchased Assets; and (vi) any obligation to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)repower, replace, decommission, deactivate, dismantle, demolish or close the Purchased Assets or any portion thereof, or any surface impoundments or other waste or effluent handling or storage units on owned or leased adjacent properties used in connection with the operation of the Purchased Assets; (c) All Liabilities agreed all liabilities or obligations to be performed on third parties for personal injury or tort, or similar causes of action arising solely out of the ownership, lease, maintenance or operation of the Purchased Assets (collectively, “Tort Liabilities”), but in each case solely to the extent accruing or arising from and after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements;Date; and (d) All Liabilities under any Tax that may be imposed by any federal, state or local government on the Business Employee Plans; (e) All Liabilities first occurring ownership, sale, operation or arising before, use of the Purchased Assets on or after the Closing Date, in connection with the Business as currently or previously conducted except for any income Taxes attributable to income received by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseSeller.

Assumed Liabilities. On (a) Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at Purchaser shall assume, effective as of the Closing, immediately following and from and after the consummation of the Share SaleClosing Purchaser shall pay, Alkali HoldCo, on behalf of Purchaser, shall assume perform and discharge and perform when due all of due, only the following Liabilities liabilities, obligations and commitments of Seller and its Affiliates (collectively, the “"Assumed Liabilities”):") (ai) All Liabilities relating toexcept to the extent set forth in Section 1.3(c)(ii), all liabilities arising out ofof or relating to any product liability, breach of warranty or similar claim for injury to person or property, regardless of when asserted, which resulted from the use or misuse of Products or otherwise related to the Products (including all Proceedings relating to any such liabilities); (ii) except to the extent set forth in connection with Section 1.3(c)(iii) (A) and (B), all liabilities arising out of or relating to the return of any act Products on or omission by any Person with respect to, or any Person’s ownership or operation of, after the Business or the Transferred Assets, in each caseClosing Date, whether fixed or contingent, matured not sold by Seller or unmatured, arising by Law or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring its Affiliates prior to, on or after the ClosingClosing Date; (iii) except to the extent set forth in Section 1.3(c)(iii)(C), all liabilities arising out of or relating to any rebates related to any Products; (iv) all liabilities for Taxes arising out of or relating to, directly or indirectly, the Businesses or the Acquired Assets (including the Products) or the ownership, sale or lease of any of the Acquired Assets, other than the Excluded Liabilities Tax Liabilities; and (v) all other liabilities, obligations and commitments of whatever kind and nature, primary or Liabilities secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to, directly or indirectly, the Businesses or the Acquired Assets (including the Products) or the ownership, sale or lease of any of the Acquired Assets but only to the extent relating related to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, period on or after the Closing Date. 9 (b) Purchaser and Seller hereby agree to reimburse one another, dollar for dollar, in connection the event that any of their or their respective Affiliate's customers offset, against accounts payable by such customer to Seller or Purchaser or their respective Affiliates, the cost of any Products returned by such customer, in each case which are the responsibility of the other party hereto pursuant to this Section 1.3. Seller and Purchaser agree to, and to cause their respective Affiliates to, provide notice to one another of any such offset for which such party or its Affiliate is entitled to be reimbursed pursuant to this Section 1.3(b). Payment shall be made promptly following receipt of notice of any such offset by a customer (together with the Business as currently or previously conducted by supporting documentation). Seller and Purchaser shall, and Seller shall cause its Affiliates to, cooperate to ensure that a customer does not offset returns of any Product against both Seller (or any of its Affiliates or predecessors, Affiliates) and Purchaser. (c) Notwithstanding any member other provision of the Alkali Group this Agreement or any Related Instrument, Purchaser shall not assume any Excluded Liability, each 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 emanating from any real propertywhich shall be retained and paid, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the performed and discharged when due by Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilitiesits Affiliates. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 term "Excluded Liability" shall not be subject to offset or reduction, whether by 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.mean:

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at At the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume and agree to discharge and or perform when due all of the following Liabilities of Seller and the Industrial Wood Subsidiaries that are related to or arising out of the Purchased Assets or the Industrial Wood Business, other than Retained Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 accruing prior to, on or after the Closing, other than including the Excluded following: (a) Any and all Liabilities or Liabilities to the extent primarily relating to or arising out of the Excluded Assetsperformance of the Assigned Contracts in accordance with the terms thereof; (b) All Any and all Liabilities for Taxes (i) relating to the Transferred environment or natural resources, human health and safety or Hazardous Materials or Environmental Laws arising from the Purchased Assets or the Assumed Industrial Wood Business, and (ii) arising out of or primarily relating to any businesses, operations, products, facilities or properties (whether owned, leased or operated at any time) of or primarily associated with the Purchased Assets or the Industrial Wood Business; (c) Any and all Liabilities for which with respect to any return, repair, warranty or similar Liabilities relating to products and services of the Industrial Wood Business that were designed, manufactured or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; (d) Any and all Liabilities in respect of Industrial Wood Employees (i) arising at and after the Closing solely with respect to the Transferred Industrial Wood Employees, (ii) incurred prior to the Closing Date to the extent reflected as Liabilities in the Post-Closing Statement as finally determined in accordance with Section 2.9, or (iii) assumed by Purchaser is responsible pursuant to Section 7.2(ii5.6; (e) Any and all accounts payable and accrued expenses of the Industrial Wood Business to the extent reflected as Liabilities in the Post-Closing Statement as finally determined in accordance with Section 2.9; and (f) Any and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property imposed with respect to: , arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Industrial Wood Business other than Excluded Taxes. A single Liability may fall within more than one of clauses (a) through (g) in this Section 2.6; such fact does not imply that (i) the Release such Liability shall be transferred more than once or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal any duplication of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilitiessuch Liability is required. The obligations of Purchaser and the members of the Alkali Group fact that a Liability may be excluded under this Section 2.4 shall one clause does not imply that it is not intended to be subject to offset or reduction, whether by 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 otherwiseincluded under another.

Assumed Liabilities. On Subject to Clause 12.4, the terms relevant Transferors shall, to the extent permitted by any Law and Regulations, take such action as the Purchaser may reasonably request to avoid, dispute, resist, appeal, compromise, defend or mitigate any claim which constitutes or may constitute an Assumed Liability (an “Assumed Liability Claim”) subject to the satisfaction Transferors being indemnified on an after-Tax basis by the Purchaser against all Losses which may thereby be incurred and, without limitation to the foregoing: 12.1.1 each relevant Transferor shall provide the Purchaser and its financial, accounting, tax or waiver legal advisers reasonable access to enable them to investigate the facts, matter or circumstance alleged to (or which may) give rise to such Assumed Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim; 12.1.2 each relevant Transferor shall disclose to the Purchaser all material of which it is aware which relates to such Assumed Liability Claim and shall, and shall procure that any other relevant members of the conditions set forth inRBSG Group shall, give, subject to their being paid all reasonable out-of-pocket costs and in accordance withexpenses, this Agreementall such assistance, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities (collectively, the “Assumed Liabilities”):including: (ai) All Liabilities relating to, arising out of, or 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 Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating access to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assetspremises and personnel; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storagemaking such personnel available for factual interviews, treatmentpreparation for testimony, recyclinggiving, transportationevidencing, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable producing affidavits and trade obligations primarily related to the Businessother similar activities; and (hiii) All the right to examine and copy or photograph any assets, accounts, correspondence, documents and records, as the Purchaser or its/their financial, accounting or legal advisers may reasonably request; and 12.1.3 each Transferor shall, and shall procure that any other Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members of the Alkali RBSG Group under shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Section 2.4 Clause 12.1 (including books of account, records and correspondence) relevant to the Assumed Liability Claim. Nothing in this Clause 12.1 shall not be subject entitle the Purchaser or its advisers to offset or reduction, whether by reason have access to any information which relates to legal advice in respect of any actual or alleged claim for 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 otherwiseTransaction Documents.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at At the Closing, immediately following the consummation of the Share SaleBuyer shall assume, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge promise to pay and perform when due all in accordance with their terms, the liabilities and obligations of the following Liabilities Seller referenced below (collectively, the “"Assumed Liabilities”):") in accordance with an assumption agreement substantially in the form of Exhibit B attached hereto (the "Assumption Agreement") to be executed and delivered by Buyer to Seller at Closing: (ai) All all liabilities and obligations included in the Adjustment Liabilities in accordance with Section 2.3; (ii) all obligations of Seller to provide cable television service to the System's subscribers arising after the Determination Time; (iii) all liabilities and obligations relating toto the period from and after the Determination Time in respect of the Purchased Assets including, arising out ofbut not limited to those (A) under the leases, or contracts, agreements, Franchises, FCC licenses, business licenses, easements, pole agreements, permits and approvals described in connection with any act or omission by any Person with respect toSchedule 3.6, or any Person’s ownership amendment, modification or operation ofrenewal of any of the foregoing entered into after the Effective Date by Seller or PVI in the ordinary course of business and in compliance with Section 5.2(a)(i), clause (A) or (B), (B) under any lease, contract, agreement, easement or pole agreement relating to the System and the Business entered into after the Effective Date by Seller or PVI in the Transferred Assetsordinary course of business and in compliance with Section 5.2(a)(i), clause (A) or (B), and (C) under any FCC license, business license, permit, approval or similar right relating to the System and Business acquired or received by Seller or PVI after the Effective Date the ordinary course of business and in compliance with Section 5.2(a)(i), clause (A) or (B); and (iv) all liabilities of Seller under purchase orders and capital commitments made after the Effective Date with respect to the System, in each casecase in the ordinary course of business and not in violation of this Agreement, whether fixed to the extent that (A) the goods or contingentservices which are the subject of such purchase orders have not been received by Seller as of the Closing Date and (B) the Buyer is to receive such goods or services after the Closing Date pursuant to such purchase orders or capital commitments (provided, matured however, that Buyer shall be required to assume such liabilities only to the extent that Buyer actually receives such goods and services after the Closing Date pursuant to such purchase orders or unmaturedcapital commitments). This Agreement involves only the purchase by Buyer from Seller of the Purchased Assets and, arising by Law except for Buyer's assumption of the Assumed Liabilities as specifically provided above in this Section 2.4, Buyer shall not assume, and does not assume, any other liabilities or by Contract obligations of Seller of any kind or nature, known, unknown, contingent or otherwise, including, but not limited to, any liabilities or obligations of any kind (including those arising under any Benefit Plans) to Seller's employees or former employees arising out of or relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted their employment by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any termination of their Affiliates or predecessors on any real property employment with respect to: (i) Seller. Such unassumed liabilities and obligations are referred to herein as the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at At the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Acquisition shall assume and agree to pay, satisfy, perform and discharge as the same shall become due only those specific liabilities in the amounts set forth on SCHEDULE 1.2 hereto and perform when due all of those post-Closing liabilities relating to the following Liabilities Assigned Contracts (collectively, the “Assumed Liabilities”): "ASSUMED LIABILITIES"), all as contemplated by Section 363(f) of the Bankruptcy Code pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT 1.2 hereto. The Purchasers will use commercially reasonable efforts to assume the customer Contracts of the Business as modified at the discretion of the Purchasers or enter into new Contracts with such customers. Each of the Contracts assumed hereunder (the "ASSIGNED CONTRACTS") is independently assumed subject to the representations, warranties, covenants and conditions made herein as to that Contract. Except as expressly set forth in this Section 1.2 and SCHEDULE 1.2 hereto, the Purchasers shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness, Contract or commitment of the Sellers, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including, but not limited to, (i) any liabilities, obligations, debts or commitments of the Sellers (a) All Liabilities relating incident to, arising out of, of or in connection with any act or omission by any Person incurred with respect toto this Agreement and the transactions contemplated hereby, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the Assumed Liabilities for which Purchaser is responsible pursuant operation of the Business, prior to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); or on the Closing Date, (c) All Liabilities agreed relating to be performed or arising under any Employee Benefit Plan, (d) relating to any employees or former employees of the Sellers or any of their Subsidiaries who are not employed by the Purchasers on or after the Closing by Purchaser or any member of the Alkali Group pursuant otherwise relating to salaries, wages, bonuses, severance or retention pay or benefits accruing, or relating to employment or termination from employment, on or prior to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; Closing, (e) All Liabilities first occurring relating to or arising before, under any Environmental Law on or after prior to the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily Taxes related to the Business; and Business or the Acquired Assets for all Tax periods (hor portions thereof) All other Liabilities ending on or prior to the Closing Date (including any and all Taxes arising out of the Business that are not Excluded Liabilitiestransactions contemplated hereby) (collectively, the "EXCLUDED LIABILITIES"). The obligations of Purchaser and the members Sellers agree to retain each of the Alkali Group under Excluded Liabilities as the same shall become due. Acquisition's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Acquisition as compared to the rights and remedies which such parties would have had against the Sellers had this Section 2.4 shall Agreement not be subject to offset or reduction, whether by 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 otherwisebeen consummated.

Assumed Liabilities. On (a) Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the ClosingPurchaser shall assume, immediately following the consummation effective as of the Share SaleClosing Date, Alkali HoldCoand from and after the Closing Date Purchaser shall pay, on behalf of Purchaser, shall assume perform and discharge when due, the following liabilities, obligations and perform when due all commitments of the following Liabilities Sellers (collectively, the “Assumed Liabilities”): (ai) All Liabilities relating to, all liabilities arising out of, of or 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 Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to factsany product liability, conditionsbreach of warranty or similar claim for injury or other harm to person or property, circumstances, events, actions which resulted from the use or omissions occurring prior to, on misuse of Products or after otherwise related to the Closing, other than the Excluded Liabilities or Liabilities Products (including all Proceedings relating to any such liabilities) to the extent relating to the Excluded Assets; (b) All Liabilities such Products were manufactured by or for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser Date (except to the extent the Seller or any member its Affiliates is responsible for such liabilities under the terms of the Alkali Group Manufacturing Agreement); (ii) all liabilities, obligations and commitments arising out of or relating to the return of or warranty claims relating to any Products returned for refund, replacement or credit (the “Return Liabilities”); (iii) all liabilities, obligations and commitments arising out of or relating to any coupons or rebates related to any Products (the “Coupon Liabilities”); (iv) all promotional and coop advertising liabilities, obligations and commitments arising out of or relating to, directly or indirectly, the marketing, distribution or sale of the Products (the “Promotion Liabilities”); (v) any liabilities, obligations or commitments arising out of or relating to any Assumed Contract, except to the extent such liabilities, obligations or commitments arise from the Sellers’ breach or default (including for this purpose any event which, with notice or lapse of time or both, would constitute such a breach or default) of any provision of any Assumed Contract prior to the Closing; (vi) any liabilities, obligations or commitments arising out of or relating to any Proceeding relating to the Acquired Assets or the Products not otherwise subject to indemnification in favor of any Purchaser Indemnitee pursuant to Section 6.2(a)(i) hereof; (vii) all trade accounts payable due and owing by the terms Sellers on the Closing Date to any unrelated third party with respect to the manufacture, distribution, marketing and sale of any Products (“Accounts Payable”); (viii) any open purchase orders relating exclusively to the Acquired Assets and not related to the manufacture of the Products; (ix) any liabilities, obligations and commitments for the Orajel monograph study relating exclusively to the Business to the extent of the accruals or reserves for such items in Closing Working Capital; and (x) all other liabilities, obligations and commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to, directly or indirectly, the Acquired Assets or the Products or the ownership, sale or lease of any of the Acquired Assets but only to the extent such liabilities, obligations or commitments are attributable to any action, omission, performance, non-performance, event, condition or circumstance on or after the Closing Date and are not otherwise subject to indemnification under Section 6.2(a)(i)(A) in favor of any Purchaser Indemnitee pursuant to Article VI hereof. (b) Notwithstanding any other provision of this Agreement or any other writing to the contrary, at the Closing, Purchaser shall assume and shall pay, perform and discharge when due only the Assumed Liabilities and shall not assume, nor have any obligation to pay, perform or discharge any Excluded Liability. All Excluded Liabilities shall be retained by and remain liabilities, obligations and commitments of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising beforeSellers. The term “Excluded Liability” shall mean all liabilities, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member obligations and commitments of the Alkali Group Sellers, whether or 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 emanating from any real propertynot accrued, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Assumed 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 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.including without limitation:

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth inin this Agreement and subject to the exclusions set forth in Section 2.1(d), and in accordance withthe Acquiror hereby agrees, this Agreement, effective at the time of the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall to assume and thereafter timely to pay, discharge and perform when due all of in accordance with their terms, the following Liabilities of the Asset Sellers (collectively, the “Assumed Liabilities”): (ai) All all Liabilities relating to, arising out of, based upon, resulting from or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant Business to Section 7.2(iithe extent that they relate to, arise out of or result from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, after the Closing; (ii) and all Liabilities for Taxes, whether or not accrued, assessed or currently due and payable, relating to the operation or ownership of the Business (including for clarification Taxes relating to the Transferred Assets), (x) for which Purchaser is responsible pursuant to Section 7.2(iv); any period (cor portion thereof) All Liabilities agreed to be performed commencing on or after the Closing by Purchaser or any member of Date and (y) for periods which commence prior to and end after the Alkali Group pursuant to Closing Date as apportioned in the terms of this Agreement or any of the Ancillary Agreementsmanner described in Section 6.1 hereof; (diii) All all Liabilities to the extent that they relate to, arise out of or result from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, after the Closing, (A) under any Environmental Laws or otherwise relating to the environment or natural resources, human health and safety or Materials of Environmental Concern and (B) Related to the Business Employee Plans;(including the Transferred Assets or any past, current or future businesses, operations or properties, including any businesses, operations or properties for which a current or future owner or operator of the Transferred Assets or the Business may be alleged to be responsible as a matter of Law, contract or otherwise); and (eiv) All Liabilities first occurring all obligations, liabilities and commitments in respect of any and all Products manufactured, marketed, sold or arising before, distributed at any time on or after the Closing DateDate (including all obligations, liabilities and commitments in connection with the Business as currently manufacture, marketing, sale or previously conducted by Seller or any of its Affiliates or predecessorsdistribution thereof) in connection with the Business, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release including all product liability, infringement and misappropriation claims, all obligations and liabilities arising out of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related relating to the Business; and activities and operations of third-party contract manufacturers and co-packers (h) All including all environmental obligations and liabilities), and all obligations and liabilities for promotions, advertising, refunds, adjustments, exchanges, returns and warranty, merchantability and other Liabilities of the Business that are 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 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 otherwiseclaims.

Assumed Liabilities. On (a) In connection with the terms purchase and subject to the satisfaction or waiver sale of the conditions set forth in, and in accordance with, Transferred Assets pursuant to this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and discharge and pay, discharge, perform when due all of or otherwise satisfy only the following Liabilities (collectivelyexcluding in each case, for the “avoidance of doubt, any Excluded Liabilities) (the "Assumed Liabilities”"): (ai) All any Liabilities for Transfer Taxes to be paid by such Buyer pursuant to Section 6.1; (ii) all Liabilities of the Sellers under the Transferred Contracts and the transferred Business Permits, in each case arising, to be performed or that become due on or after, or in respect of periods following, the Closing Date; (iii) all Product Working Capital Liabilities other than, in the event the Bankruptcy Court approves a Treximet Sale, the Treximet Working Capital Liabilities; (iv) all Liabilities (A) arising under the Employee Incentive Plan to the extent not paid pursuant to the Approved Budget; and (B) assumed by the Buyer pursuant to Section 5.4; (v) (A) all Liabilities with respect to Transferred Employees which arise at or prior to the Closing under the terms of any Assumed Plan to the extent the assets of such Assumed Plan are transferred to the Buyer in an amount sufficient to satisfy such Liabilities, (B) the Buyer's obligation to provide COBRA continuation coverage as described in Section 5.4(i) and (C) all Liabilities with respect to Transferred Employees to the extent arising following the Closing or assumed by the Buyer pursuant to Section 5.4; and (vi) all Liabilities (including, without limitation, under the applicable NDAs and INDs relating to, to the Products) arising out of, relating to or incurred in connection with any act the conduct or omission by any Person with respect to, or any Person’s ownership or operation of, of the Business or the Transferred 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 Assets from and after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets;. (b) All Liabilities for Taxes relating Notwithstanding anything in this Agreement to the Transferred Assets or contrary, the Assumed Liabilities for which Purchaser Sellers hereby acknowledge and agree that the Buyer is not assuming from the Sellers, nor are in any way responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after for, the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilities. The obligations transactions contemplated by this Agreement shall in no way expand the rights or remedies of Purchaser any third party against the Buyer or the Sellers as compared to the rights and remedies that such third party would have had against the members Sellers or the Buyer absent the Bankruptcy Case or the Buyer's assumption of the Alkali Group under this Section 2.4 applicable Assumed Liabilities. Other than the Assumed Liabilities, the Buyer is not assuming and shall not be subject to offset or reduction, whether by reason liable for any Liabilities 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 otherwiseSellers.

Assumed Liabilities. On Except for the obligations and Liabilities specifically assumed by Buyer or the relevant Designated Buyers in this Section 2.03, Buyer and the Designated Buyers shall not be deemed to have assumed or agreed to be responsible for any Seller’s, or any of its Affiliates’, Liabilities, whether or not arising out of the ownership and operation of the Purchased Assets or the Purchased Business. Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, effective at the time of the Closing, immediately following Buyer shall, and shall cause the consummation of the Share Salerelevant Designated Buyers to, Alkali HoldCoassume, on behalf of Purchaserbecome obligated for, shall assume and discharge agree to pay and perform when due all of due, only the following Liabilities (collectively, the “Assumed Liabilities”):), and no other Liabilities: (a) All all Liabilities relating to, of the applicable Sellers and their respective Affiliates arising out of, or 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 Transferred 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 Closing, other than Closing Date under the Excluded Liabilities or Liabilities to Assumed Leases and the extent relating to the Excluded AssetsAssumed Contracts; (b) All all Liabilities for Taxes arising out of or relating to (i) the Transferred Permits or the Licenses, including such Liabilities arising out of or relating to all reclamation and post-mining Liabilities at the Purchased Assets, (ii) any mine operating or safety compliance matters related to the condition of the Purchased Assets or the Assumed Liabilities mining areas of the Purchased Business, (iii) the Purchased Assets’ or the Purchased Business’ compliance with Environmental Laws; and (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, Hazardous Materials resulting from the operation of the Purchased Assets, excluding, in each of the preceding cases (i)-(iv), any monetary fines and penalties for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates have received a written notice of violation or predecessorsnotice of claim (or other written notice of similar legal intent or meaning) from any Governmental Authority on or prior to the Closing Date (whether or not disclosed on Schedule 3.08(c) or Schedule 3.16) (such excluded fines and penalties, collectively, the “Excluded Pre-Closing Fines”) and any member Excluded Off-Site Environmental Liabilities; (c) except as provided in Section 7.03, all Liabilities of any kind or character resulting from or arising out of or in connection with Buyer’s or the Alkali Group relevant Designated Buyer’s use, operation, possession or any ownership of their Affiliates or predecessors on any real property with respect to: interest in the Purchased Assets following the Closing, including during the Interim Period; (d) (i) any and all claims relating to employee health and safety, including claims for injury, sickness, disease or death, of any Transferred Employee, including any Workers’ Compensation Liabilities, arising out of an event that occurs after the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real propertyClosing Date, and (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal any and all Black Lung Liabilities of any Hazardous Materials Transferred Employee first occurring on or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect after the lapse of the Action set forth on Section 2.4(f) of statutory period following the Seller Disclosure Schedule (Closing Date for Buyer to become a responsible operator to and with respect to such Transferred Employee under the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the BusinessBlack Lung Benefits Act; and (he) All other Liabilities any Liability or obligation under the WARN Act with respect to any active Business Employee as of the Business that are not Excluded Liabilities. The obligations Closing Date, arising solely out of Purchaser and the members of the Alkali Group under this Buyer’s failure to comply with Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwise9.02(a).

Assumed Liabilities. On the terms and subject to the satisfaction or waiver For purposes of the conditions set forth in, and in accordance with, this Purchase Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities (collectively, the term “Assumed Liabilities”):” means the following liabilities and obligations arising primarily out of the Ferro Sellers’ conduct of the Specialty Plastics Business as the same shall exist as of the Closing: (aA) The Trade Accounts Payable; (B) All Liabilities relating toliabilities and obligations to be paid or performed after the Closing under the Contracts, Leases, Licenses, and Permits by the Specialty Plastics Business and, subject to Section 6.2, all liabilities and obligations that arise under such items as a direct consequence of the assignment of such items to Olympic Plastics; (C) All liabilities and obligations arising out of, or in connection with any act or omission by any Person with respect relating to, or resulting from Products manufactured by any Person’s ownership of the Ferro Sellers before the Closing but sold by Olympic Plastics or operation its Affiliates after Closing and Products manufactured by Olympic Plastics after the Closing that are or were defective or failed to meet warranted specifications; (D) All liabilities and obligations arising out of, the Business relating to, or the Transferred Assets, in each caseresulting from any claims or actions, whether fixed founded upon negligence, breach of warranty, strict liability in tort, and/or other similar legal theory, seeking compensation or contingent, matured recovery for injury to person or unmatured, arising damage to property alleged to have been caused by Law a Product sold by Olympic Plastics or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or its Affiliates after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (bE) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Olympic Plastics’ Employee Obligations (as defined in Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv8.1); (cF) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; Olympic Plastics’ Environmental Obligations (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, as defined in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”8.2); (gG) Costs and expenses for which Olympic Plastics is responsible under Section 12.3; (H) All accounts payable, trade accounts payable liabilities and trade obligations (other than the Retained Liabilities) that have not been fully satisfied or performed as of the Closing and that arise or have arisen primarily related out of the Ferro Sellers’ conduct of the Specialty Plastics Business to the Businessextent they are reflected on the balance sheet of the Specialty Plastics Business as of the Closing; and (hI) All other Liabilities ordinary course liabilities and obligations arising from and after Closing that inhere to the conduct of a business of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members nature of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any covenant or agreement contained Specialty Plastics Business being conducted in this Agreement, the Ancillary Agreements or any other agreement or document delivered jurisdictions in connection herewith or therewith or any right to indemnification hereunder or otherwisewhich the Specialty Plastics Business is being conducted.

Assumed Liabilities. On (a) Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at Purchaser shall assume, effective as of the Closing, immediately and from and after the Closing, Purchaser shall pay, perform and discharge when due, only the following liabilities, obligations and commitments of Seller and its Affiliates (the consummation "Assumed Liabilities"). (i) except to the extent set forth in Section 1.03(c)(ii), all liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property, regardless of when asserted, which resulted from the use or misuse of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due Products or otherwise related to the Products (including all of the following Liabilities (collectively, the “Assumed Liabilities”):Proceedings relating to any such liabilities); (aii) All Liabilities relating toexcept to the extent set forth in Section 1.03(c)(iii), all liabilities arising out of, of or in connection with relating to the return of any act Product on or omission by any Person with respect to, or any Person’s ownership or operation of, after the Business or the Transferred Assets, in each caseClosing Date, whether fixed or contingent, matured not sold by Seller or unmatured, arising by Law or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring its Affiliates prior to, on or after the ClosingClosing Date; (iii) except to the extent set forth in Section 1.03(c)(iii), all liabilities arising out of or relating to any Rebate Program related to any Product; (iv) all liabilities for Taxes arising out of or relating to, directly or indirectly, the Business or the Acquired Assets (including the Products) or the ownership, sale or lease of any of the Acquired Assets, other than the Excluded Liabilities or Liabilities Tax Liabilities, in addition to those attributed to Purchaser pursuant to Section 4.06; (v) except as set forth in Section 1.03(c), Seller's obligations under the LEO License Agreement and LEO Supply Agreement, in each case to the extent relating to the Excluded Assets;transfxxxble in light of legal, contractual, and regulatory considerations; and (bvi) All Liabilities for Taxes all other liabilities, obligations and commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to to, directly or indirectly, the Transferred Assets Business or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(iiAcquired Assets (including the Products) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser FINAL FORM ownership, sale or any member lease of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under Acquired Assets but in each case only to the extent related to the conduct of the Business Employee Plans; (e) All Liabilities first occurring or arising before, the use of the Acquired Assets for any period on or after the Closing Date. (b) Purchaser and Seller hereby agree to reimburse one another, U.S. dollar for dollar, in connection the event that (i) any of their or their respective Affiliate's customers offset, against accounts payable by such customer to Seller or Purchaser or their respective Affiliates, the cost of any Product returned by such customer, or (ii) they or any of their respective Affiliates are required to issue a credit for the account of any customer for returns, in each case which are the responsibility of the other Party hereto pursuant to this Section 1.03. Seller and Purchaser agree to, and to cause their respective Affiliates to, provide notice to one another of any such offset or issuance of credit for which such Party or its Affiliate is entitled to be reimbursed pursuant to this Section 1.03(b). Payment shall be made promptly following receipt of notice of any such offset by or issuance of a credit to a customer (together with the Business as currently or previously conducted by supporting documentation). Seller and Purchaser shall, and Seller shall cause its Affiliates to, cooperate to ensure that a customer does not offset returns of any Product against both Seller (or any of its Affiliates or predecessors, Affiliates) and Purchaser. (c) Notwithstanding any member other provision of the Alkali Group this Agreement or any Related Instrument, Purchaser shall not assume any Excluded Liability, each 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 emanating from any real propertywhich shall be retained and paid, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the performed and discharged when due by Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilitiesits Affiliates. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 term "Excluded Liability" shall not be subject to offset or reduction, whether by 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.mean:

Assumed Liabilities. On the terms and subject Buyer shall assume only those liabilities listed on Schedule B, but only to the satisfaction or waiver extent reflected on the Proforma Balance Sheet which shall be modified to include the revenue and expenses generated by the Seller's on going operations after December 31, 2005 which are of the conditions set forth in, types of revenue and expenses that have been ordinarily incurred in accordance with, this Agreement, at the Closing, immediately following the consummation conduct of the Share SaleSeller's ordinary business operations prior to the December 31, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities 2005 (collectively, the “"Assumed Liabilities”"). Except as provided in this Agreement (including, without limitation, the immediately preceding sentence and the Schedules attached hereto), Buyer shall not assume or become liable or obligated for or on any contract or agreement of Seller or for any debt, liability or obligation of Seller, whatsoever, whether known or unknown, direct, contingent or otherwise, however or whenever arising or asserted, including, without limitation (collectively, the "Excluded Liabilities"): (a) All Liabilities relating toany liability or obligation of Seller to its employees, arising out ofcustomers, creditors, suppliers or brokers, or in connection with to any act or omission by any Person with respect togovernmental authority, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assetsexcept for Transaction Taxes (as defined below) and Sales Taxes (as defined below); (b) All Liabilities for Taxes relating to in respect of the Transferred Assets non purchased or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)retained assets; (c) All Liabilities agreed any loss, liability or damage relating to be performed an Environmental Condition existing on or after the Closing by Purchaser Date or any member a violation of the Alkali Group pursuant Environmental Laws at or prior to the terms of this Agreement or any of the Ancillary AgreementsClosing Date; (d) All Liabilities under any and all liabilities of Seller for Taxes, except to the Business Employee Plansextent provided for on the Proforma Balance Sheet and the subsequent generation of ordinary income and expenses; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by any and all liabilities of Seller or to any of its Affiliates directors, officers, members or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Lawaffiliates; (f) All Liabilities any and all liabilities, obligations and commitments arising out of, resulting from or otherwise in respect any material breach of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)Contracts; (g) All accounts payableany and all of Seller's obligations and liabilities arising under this Agreement or incurred by Seller in connection with the negotiation, trade accounts payable execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and trade obligations primarily related to other professional fees and expenses and Taxes on any gain or income from the Business; andsale of the Purchased Assets (except for Transaction Taxes); (h) All any and all indebtedness (not excluding normal monthly payments made prior to the Closing Date) of any Selling Party, including without limitation any and all indebtedness of Seller to Transpacific Bank, and (i) any and all obligations of Seller relating to credit cards, phone cards or other Liabilities materials of credit to or for the benefit of Employees except for expenditures ordinarily incurred in the conduct of the Business that are 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 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 otherwiseSeller's business operations.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver of the conditions set forth inherein, from and in accordance with, this Agreement, at after the Closing, immediately following the consummation of the Share SalePurchaser or its designee shall assume, Alkali HoldCo, on behalf of Purchaser, shall assume satisfy and discharge and perform when due all of the following Liabilities specific liabilities and obligations of each Seller (collectively, the “Assumed Liabilities”): (ai) All all Liabilities relating tounder each Purchased Contract but only to the extent that such Liabilities (A) do not arise out of a breach thereof by the applicable Seller, arising out of(B) do not arise from or relate to the obligations or performance under any Purchased Contract which accrued or arose prior to the Closing, and (C) do not arise from or relate to any event, circumstance or condition occurring or existing prior to the Closing that, with notice or lapse of time, would constitute or result in connection with a breach of any act Purchased Contract; provided, however, that Purchaser shall not be obligated to assume, discharge or omission by perform any Liability under any Purchased Contract unless and until the applicable Seller shall have obtained any consent required to be obtained from any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating assignment or delegation to the Excluded Assets; Purchaser of any rights or obligations under such Contract (bin which case Section 1(h) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivwill apply); (cii) All Liabilities agreed to be performed on or the accounts payable and accrued expenses of the Sellers and the Business that remain unpaid as of the Closing Date; (iii) all obligations and liabilities of VA under the Share Purchase Agreement; (iv) all obligations under the that certain Consulting Agreement, dated August 1, 2017 (the “Consulting Agreement”), by and between Seller and VirtualArmour, Ltd. (“VA UK”) that first arise from and after the Closing by Purchaser or any member Closing; (v) all Assumed Employee Liabilities; and (vi) the items set forth on Section 1(c)(vi) of the Alkali Group pursuant to the terms of Disclosure Schedules. Notwithstanding any provision in this Agreement or any of the Ancillary Agreements; other Transaction Documents to the contrary, Purchaser shall not assume or be deemed to have assumed any Liabilities of the Sellers (dor any predecessor owner of all or part of any Seller’s business or assets) All other than the Assumed Liabilities, even if those Liabilities under the Business Employee Plans; (e) All would otherwise become Liabilities first occurring or arising before, on or after the Closing Date, of Purchaser as a matter of law in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseTransaction Documents and the Transactions.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth inClosing Date, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and agree to pay, perform and otherwise discharge and perform when due due, without recourse to Seller or its Affiliates, all of the following Liabilities of Seller and its Affiliates, successors, assigns or Representatives, which relate, directly or indirectly, to the Purchased Assets, the Jointly Owned Stations or the Sites (collectively, the “Assumed Liabilities”):), including the following such Liabilities: (a) All Liabilities relating toof Seller under the Seller’s Agreements, arising out ofincluding the Jointly Owned Stations Operating Agreements in accordance with the respective terms thereof, including (i) the contracts, agreements, arrangements, licenses and leases of any nature entered into by Seller with respect to the Purchased Assets, the Jointly Owned Stations or the Sites on or after the date hereof consistent with the terms of this Agreement and (ii) those contracts, agreements, arrangements, licenses and leases entered into by any party to the Jointly Owned Stations Operating Agreements, for and on behalf of Seller, with or without Seller’s Knowledge, and by or to which Seller or the Purchased Assets are bound or subject as of the date hereof, or in connection with any act by or omission by any Person with respect to, or any Person’s ownership or operation of, the Business to which Seller or the Transferred AssetsPurchased Assets become bound or subject after the date hereof, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to factsthe ownership, conditionslease, circumstancesmaintenance or operation of the Purchased Assets, eventsexcept, actions or omissions occurring prior toin each case, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged prior to the Excluded AssetsClosing Date; (b) All Liabilities for Taxes relating of Seller which relate to the Transferred Assets or Purchased Assets, the Assumed Liabilities Jointly Owned Stations and the Sites in respect of Taxes for which Purchaser Buyer is responsible liable pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)3.5 or 6.5; (c) All Liabilities agreed relating to be performed on or after resulting from the Closing by Purchaser following: (i) any violation of or any member of the Alkali Group pursuant to the terms of this Agreement alleged violation, or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring non-compliance with, Environmental Laws or arising beforeEnvironmental Permits whether prior to, on or after the Closing Date, with respect to the ownership, lease, maintenance, construction, modification or operation of the Purchased Assets, the Jointly Owned Stations or the Sites, including the cost of correcting any such violations or non-compliance, but excluding any fines or penalties arising out of the ownership, maintenance, lease, construction, modification or operation of the Purchased Assets, Jointly Owned Stations or the Sites prior to the Closing Date; (ii) Environmental Conditions or exposure to Hazardous Substances at, on, in, under or adjacent to, or migrating or discharged to or from, the Purchased Assets, the Jointly Owned Stations or the Sites prior to, on or after the Closing Date, including loss of life, injury to persons or property (including from exposure to asbestos-containing materials) and 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) and Remediation of Environmental Conditions (whether or not such Remediation commenced before or after the Closing Date); and (iii) Remediation, loss of life, injury to persons or property and damage to natural resources arising from the storage, transportation, treatment, disposal, discharge recycling or Release, at any Off-Site Location, or arising from the arrangement for such activities, on or after the Closing Date, of Hazardous Substances generated in connection with the Business as currently ownership, lease, maintenance, construction, modification or previously conducted by Seller or any of its Affiliates or predecessors, any member operation of the Alkali Group Purchased Assets, the Jointly Owned Stations or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the BusinessSites; and (hd) All other Liabilities Taxes that may be imposed by any federal, state or local government on the ownership, lease, maintenance, operations, use or sale of the Business that are 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 reason of any actual or alleged breach of any covenant or agreement contained in this AgreementPurchased Assets, the Ancillary Agreements Jointly Owned Stations or the Sites for tax periods commencing on or after the Closing Date, except for any other agreement or document delivered in connection herewith or therewith or any right Income Taxes attributable to indemnification hereunder or otherwiseincome received by Seller.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume and discharge and pay or perform when due all of only the following Liabilities to the extent relating to the Business (collectively, the “Assumed Liabilities”): 2.3.1 all trade accounts payable to third party creditors of the Business for goods and services purchased, ordered or received by the Business and which are reflected in line items on the Interim Business Balance Sheet or incurred by the Seller in the Ordinary Course of Business and in accordance with the provisions of this Agreement, including Clause 6.2, between the date of the Interim Business Balance Sheet and the Closing (a) All Liabilities relating to, arising out of, or in connection with other than trade accounts payable to any act or omission by any Person with respect to, shareholder or any Person’s ownership Affiliates of the Seller), in each case that are not delinquent as of the Closing; 2.3.2 all Liabilities of the Seller or operation of, its Affiliates arising after the Closing under the Contracts included in the Transferred Assets of the Business or that are entered into by the Transferred AssetsSeller after the Effective Date in accordance with Clause 6.2 (except, in each case, whether fixed for any Liability arising out of or contingentrelating to: (a) any breach of, matured or unmaturedfailure to comply with, arising by Law or by Contract or otherwise, relating prior to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, other than the Excluded Liabilities any covenant or Liabilities to the extent relating to the Excluded Assets; obligation in any such Contract; (b) All Liabilities for Taxes relating any event that occurred prior to the Transferred Assets Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure; or (c) any obligation which was required to be fulfilled by the Assumed Liabilities for which Purchaser is responsible pursuant Seller prior to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivthe Closing); (c) All 2.3.3 all Liabilities agreed assumed by the Purchaser under Clause 6.8 relating to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsMixed Contracts and Mixed Accounts; (d) All Liabilities under 2.3.4 the Business Employee PlansTransferred Employment Liabilities; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All 2.3.5 all Liabilities arising out of, resulting from relating to or otherwise incurred in respect of connection with the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities operation of the Business that are not Excluded Liabilities. The obligations of Purchaser and or the members ownership of the Alkali Group under this Section 2.4 shall not be Transferred Assets of the Business after the Closing; 2.3.6 all Liabilities described on Schedule 2.3.6; and [***] Indicates that text has been omitted which is the subject to offset of a confidential treatment request. This text has been separately filed with the SEC. 2.3.7 Liabilities arising from product liability, warranty or reduction, whether similar claims by 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 Person in connection herewith or therewith or with any right to indemnification hereunder or otherwisefinished product of the Business manufactured after the Closing.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at MainPointe shall assume, effective as of 12:00:01 a.m. on the ClosingEffective Date, immediately following and from and after the consummation of the Share SaleEffective Date, Alkali HoldCoMainPointe shall pay, on behalf of Purchaser, shall assume perform and discharge and perform when due all of due, the following liabilities, obligations and commitments (“Liabilities”) of Acura and APT, other than such Liabilities that constitute an Excluded Liability (collectively, the “Assumed Liabilities”): (a) All all Liabilities relating to, of Acura and APT under or otherwise arising out of, of or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or relating to the Transferred Assets, in each case, whether fixed Contracts (including all Liabilities arising out of or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to factsany termination by or at the request of MainPointe or announcement or notification by or at the request of MainPointe of an intent to terminate any such contract), conditionsto the extent the event, circumstancescircumstance, eventscondition, actions action or omissions occurring prior to, inaction giving rise thereto occurs (i) on or after the Closing, other than the Excluded Liabilities Effective Date or Liabilities (ii) relates to the extent relating to the Excluded AssetsTransferred Inventory or any Product sold by or manufactured for MainPointe; (b) All Liabilities for Taxes all accounts payable, accrued expenses and other current liabilities relating to the Transferred Acquired Assets or the Assumed Liabilities for which Purchaser is responsible pursuant Products to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)the extent arising on or after the Effective Date; (c) All all Liabilities agreed arising out of or relating to be performed any lawsuits, claims, actions or proceedings relating to the manufacture, production, marketing, commercialization, distribution or sale of the Products or the ownership, sale, lease or use of any of the Acquired Assets to the extent the same relates to the Transferred Inventory or any Product sold by or manufactured for MainPointe on or after the Closing by Purchaser Effective Date or MainPointe's actions or inactions after the Effective Date; provided, however, that in the case any member of the Alkali Group pursuant such Liability relates to Transferred Inventory, subject to Section 2.13, only to the terms extent such Liability does not arise out of this Agreement or any is otherwise attributable to Acura’s or APTs, or their respective agent’s manufacture or direct or indirect handling, storage, alteration, treatment or other use or possession of such Transferred Inventory prior to the Ancillary AgreementsEffective Date; (d) All all Liabilities under for warranty claims and product liability or similar claims, including all suits, actions or proceedings relating to any such Liabilities, relating to the Business Employee PlansTransferred Inventory or any Products sold or marketed on or after the Effective Date or MainPointe's actions or inactions after the Effective Date; provided, however, that in the case any such Liability relates to Transferred Inventory, subject to Section 2.13, only to the extent such Liability does not arise out of or is otherwise attributable to Acura’s or APTs, or their respective agent’s manufacture or direct or indirect handling, storage, alteration, treatment or other use or possession of such Transferred Inventory prior to the Effective Date; (e) All except as otherwise contemplated by Section 4.10, all Liabilities first occurring arising out of or relating to the return of, or refund, adjustment, allowance or exchange in respect of, the Products, whether arising before, or on or after the Closing Effective Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All all Liabilities for Taxes arising out of, resulting from of or otherwise relating to or in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)Products or any Acquired Asset for any Post-Closing Tax Period, other than any Excluded Tax Liabilities; (g) All accounts payableall Liabilities for transfer, trade accounts payable documentary, sales, use, registration, value-added and trade obligations primarily other similar Taxes and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, any of the BusinessOther Transaction Documents, the Acquisition and the other transactions contemplated hereby and thereby (“Transfer Taxes”); and (h) All other except as otherwise contemplated by Section 4.10, all Liabilities arising from the sale from and after the Effective Date of the Business that are not Excluded LiabilitiesNexafed Products in each case as a result of such Products bearing Acura’s National Drug Code (“NDC”) number. The Each of MainPointe's and Acura’s obligations of Purchaser and the members of the Alkali Group under this Section 2.4 shall 3.3 will not be subject to offset or reduction, whether reduction by reason of any actual or alleged breach of any representation, warranty, covenant or agreement contained in this Agreement, the Ancillary Agreements Agreement or any other agreement or document delivered in connection herewith or therewith Other Transaction Document or any right or alleged right to indemnification hereunder or otherwisehereunder.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume and become responsible for, and perform, discharge and perform pay when due all due, solely the Liabilities described in clauses (a) through (d) of the following Liabilities this Section 2.1.2 (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or all Liabilities to the extent relating related to or arising from the Excluded Assets; (b) All Liabilities for Taxes relating to conduct, operation or ownership of the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or Business after the Closing by Purchaser or any member Date, including (i) all such Liabilities with respect to the ownership, exploitation and operation of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, Assets incurred on or after the Closing Date, in connection with and (ii) all such Liabilities related to Actions or claims related to or arising from the Business as currently conduct, operation or previously conducted by Seller ownership of the Assets after the Closing Date; (b) all Liabilities for, or related to or arising from any of its Affiliates or predecessorsobligation for, any member of Tax that the Alkali Group Purchaser bears under ARTICLE VI; (c) all Liabilities related to or any of their Affiliates or predecessors on any real property with respect toarising from: (i) the Release Purchaser’s (or threatened Release any of its Affiliates’) employment or exposure to any Hazardous Materials on or emanating from any real property, termination of employment of Transferring Employees arising after the Closing Date; (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal terms of any Hazardous Materials or offer of employment to any Employee who is provided an offer pursuant to Section 7.1 of this Agreement; (iii) the Purchaser’s (or any violation of Environmental Law; its Affiliates’) decision to make or not make offers of employment to Employees, to the extent such offer violates applicable Law with respect to discrimination among employees or potential employees; and (fiv) All Liabilities arising out of, resulting from or otherwise in respect the failure of the Action set forth on Section 2.4(fPurchaser (or any of its Affiliates) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade to satisfy its obligations primarily related with respect to the BusinessEmployees, including the Transferring Employees, as set out in ARTICLE VII; and (hd) All other all Liabilities related to Transferring Employees expressly assumed by the Purchaser as set forth in ARTICLE VII. For the avoidance of doubt, the Purchaser shall not pursuant to this Agreement assume or be deemed to have assumed any Liabilities of the Business that are 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 reason of any actual or alleged breach of any covenant or agreement contained in this Agreement, the Ancillary Agreements Sellers or any Third Party other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwisethan the Assumed Liabilities.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume and hereby agrees to pay, satisfy, discharge and perform when due all of only the following Liabilities of Seller and its Affiliates related to or arising out of the Purchased Assets or the Business (collectively, the “Assumed Liabilities”): (a) All Any and all Liabilities relating to, to or arising out ofof the Business Contracts (but excluding any Liabilities to the extent relating to or arising out of the portions of any Transferred Shared Contracts that relate to the Retained Business, or in connection with including any act or omission by any Person Alternate Arrangement with respect tothereto, all of which shall constitute Retained Liabilities hereunder), but only to the extent that such Liabilities (i) relate to or arise out of conduct or activity occurring after the Effective Time and (ii) do not relate to any failure to perform, improper performance or other breach, default or violation by Seller or any Person’s ownership of its Affiliates that occurred prior to the Effective Time arising after the Effective Time; (b) Without limiting any other provision of this Section 2.6, any and all Liabilities relating to or operation of, arising out of the Business Permits, but only to the extent that such Liabilities (i) relate to or arise out of conduct or activity occurring after the Effective Time and (ii) do not relate to any failure to perform, improper performance or other breach, default or violation by Seller or any of its Affiliates that occurred prior to the Effective Time arising after the Effective Time; (c) Without limiting any other provision of this Section 2.6, any and all Liabilities relating to or arising out of the Owned Real Property and the Leased Real Property and the buildings and facilities located thereon and all Transferred AssetsTangible Personal Property, in each case, whether fixed only to the extent arising out of or contingentrelating to the businesses, matured operations, products, projects or unmaturedproperties of or associated with the Purchased Assets, the Assumed Liabilities or the Business occurring after the Effective Time; (d) Any and all Liabilities relating to or arising out of the Owned Real Property and the Leased Real Property and the buildings and facilities located thereon, in each case, to the extent relating to any violation of, or regulation by any, Environmental Law or by Contract the past, present or otherwisefuture presence or migration of Hazardous Materials, relating to facts, conditions, circumstances, events, actions whether accrued or omissions occurring arising prior to, on or after the ClosingEffective Time; (e) Without limiting any other provision of this Section 2.6, any and all Liabilities with respect to products of the Business being adulterated, misbranded or not merchantable and useable in the Ordinary Course of Business, or due to claims that arise with respect to the labeling or marketing of products, including relating to any return, repair, warranty or similar claim, in each case, only to the extent such Liabilities relate to products that were designed, planned, managed, constructed, supervised, manufactured or sold, as applicable, after the Effective Time; provided, however, that notwithstanding the foregoing, solely with respect to finished goods inventory that is part of the Purchased Assets and sold after the Effective Time, “Assumed Liabilities” shall not include Liabilities with respect to such products being adulterated or not merchantable and useable in the Ordinary Course of Business; (f) Any and all Liabilities for (i) Taxes imposed with respect to, arising out of or relating to the Purchased Assets, the Assumed Liabilities or the Business for any Post-Closing Tax Period (other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for portion of Transfer Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser Seller is responsible pursuant to Section 7.2(ii7.4), (ii) and all Liabilities for the portion of property Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)7.3, and (iii) the portion of Transfer Taxes for which Purchaser is responsible pursuant to Section 7.4; (cg) All Any and all Liabilities agreed to be performed on the extent relating to or arising out of the ownership, use or conduct of the Business or the Purchased Assets after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsEffective Time; (dh) All Those accrued expenses and Liabilities under in respect of or relating to Business Employees (i) arising in respect of or relating to Transferred Employees following the Business Employee PlansClosing or (ii) specifically assumed by Purchaser pursuant to Article VI; (ei) All Those Liabilities first occurring relating to or arising beforeout of the Benefit Plans with respect to or relating to Business Employees that are specifically assumed by Purchaser pursuant to Article VI; (j) Without limiting any other provision of this Section 2.6, on any and all Liabilities relating to or arising out of the Collective Bargaining Agreement set forth in Section 3.19(a) of the Seller Disclosure Schedules, but only to the extent (i) that such Liabilities relate to the operation of the Business after the Closing DateEffective Time, in connection with and (ii) to the Business as currently extent that such Liabilities do not relate to a breach, default or previously conducted violation by Seller or any of its Affiliates of such Collective Bargaining Agreement prior to the Effective Time which directly causes Liabilities after the Effective Time (excluding any such breach, default or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure violation related to any Hazardous Materials on actions required to be taken by this Agreement), and in any event not including Liabilities to Former Business Employees or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawBusiness Employees who do not become Transferred Employee; (fk) All Any and all Liabilities arising out offor which Purchaser or its Affiliates expressly has responsibility pursuant to this Agreement, resulting from or otherwise in respect of the Action set forth on including pursuant to Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable 2.10 and trade obligations primarily related to the BusinessSection 5.7; and (hl) All Any and all Liabilities with respect to trade promotions, coupons, price promotions, slotting arrangements and other Liabilities of consumer promotions planned or committed to by Seller prior to the Business that Closing but only to the extent such trade promotions, coupons, price promotions, slotting arrangements and other consumer promotions are not Excluded Liabilitiesrelated to sales by the Business, Purchaser or its Affiliates from and after the Effective Time. The obligations Parties acknowledge and agree that a single Liability may fall within more than one of Purchaser and the members of the Alkali Group under clauses (a) through (l) in this Section 2.4 2.6 and that any limitation or qualifier in any of clauses (a) through (l) above shall not be subject to offset or reduction, whether by reason preclude the inclusion of any actual or alleged breach of any covenant or agreement contained a given Liability in this Agreement, the Ancillary Agreements or any other agreement clause; such facts do not imply that (i) such Liability shall be transferred more than once or document delivered in connection herewith or therewith or (ii) any right to indemnification hereunder or otherwiseduplication of such Liability is required.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation effective as of the Share SaleEffective Time, Alkali HoldCoBuyer hereby assumes, on behalf of Purchaserand agrees to pay, shall assume perform, and discharge and perform when due all of discharge, the following Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating toobligations arising under or pursuant to each of the Contracts (or portion thereof or certain rights thereunder) to be assumed by Buyer as part of the Purchased Assets (collectively, arising out of, “Assumed Contracts”) to be assumed by or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, transferred to Buyer as part of the Business or the Transferred Purchased Assets, in each case, whether fixed attributable to periods of time occurring after the Effective Time which do not relate to any breach, default, or contingent, matured or unmatured, arising violation by Law or by the applicable Seller under such Assumed Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, permit on or after the Closing, other than the Excluded Liabilities or Liabilities prior to the extent relating to the Excluded AssetsEffective Time; (b) All Liabilities for Taxes relating attributable to periods of time arising or occurring after the Effective Time and resulting from termination of employment with Buyer of any employee of any Seller (including any Business Employee (as hereinafter defined)) that is hired by Buyer as an employee (but only to the Transferred Assets extent such Liabilities relate to the period of time such employee is employed by Buyer and not as a result of any Contracts or other Liabilities attributable to the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivtime period such employee was employed by Seller); (c) All Liabilities agreed to be performed set forth on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements;Schedule 1.03(c); and (d) All other Liabilities under the Business Employee Plans; (e) All Liabilities first occurring and obligations relating in any manner to or arising beforeout of the Purchased Assets, on the Assumed Liabilities, or the operation of the Business, of whatever kind or nature, arising after the Closing DateEffective Time, whether primary or secondary, direct or indirect, known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or tortious, based upon any theory of successor liability or otherwise. Notwithstanding anything to the contrary contained in this Agreement or any documents executed in connection with this Agreement or the Business as currently transactions contemplated hereby, and regardless of whether disclosed in the disclosure schedules attached hereto or previously conducted by Seller or otherwise, Sellers will not in any of its Affiliates or predecessors, way be responsible for any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Assumed Liabilities. The obligations of Purchaser Buyer shall pay, perform, and discharge the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseAssumed Liabilities.

Assumed Liabilities. On (a) Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, Buyer agrees, effective at the time of the Closing, immediately following the consummation of the Share Saleto assume, Alkali HoldCopay, on behalf of Purchaser, shall assume perform and discharge and perform when due as they become due, all of the following Liabilities of the Seller Parties and their respective Affiliates solely to the extent such Liabilities are required to be satisfied, paid, performed or discharged after the Closing Date (collectively, the “Assumed Liabilities”): ): (ai) All all Liabilities arising out of or relating toto any product liability, breach of warranty or similar claim for injury to person or property that resulted from the use or misuse of the Product or otherwise related to the Product (including any action, suit, investigation or proceeding relating to any such Liabilities) shipped or sold after the Closing; 13 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED (ii) except to the extent that they constitute Excluded Liabilities pursuant to Section 2.04(a), all Liabilities arising out of or relating to the return of any Product after the Closing; (iii) all Liabilities arising under the Contracts, except for any Liabilities under a Contract arising from a breach of, or default under, such Contract by Seller prior to the Closing; (iv) except to the extent they constitute Excluded Liabilities pursuant to Section 2.04(a), all other Liabilities of whatever kind and nature, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of, of or in connection with any act relating directly or omission by any Person with respect indirectly to, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed operation of the Business, or the ownership, sale or lease of any of the Transferred Assets, but only to the extent such Liabilities relate to actions, omissions, occurrences or events following the Closing (which, for the avoidance of doubt, shall include any such Liabilities arising out of or relating directly or indirectly to the continuation by Buyer following the Closing of any policies, practices, methods, procedures, conduct or activities of Seller prior to the Closing, for which Purchaser is responsible Buyer shall be solely responsible); (v) all Liabilities arising from or relating to Buyer’s use of (or inability to use) the Space pursuant to Section 7.2(ii5.03; (vi) and all Liabilities for Taxes for which Purchaser is responsible arising from or relating to Buyer’s use of the Promotional Materials included in the Transferred Assets pursuant to Section 7.2(iv); 5.05; (cvii) All all Liabilities agreed to be performed on or after customers under purchase orders made in the Closing by Purchaser or any member ordinary course of the Alkali Group pursuant sale and marketing of the Product consistent with past practice for any Product that has not been shipped prior to the terms of this Agreement or any of the Ancillary Agreements; Closing; and (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iiiviii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise other Liability listed in respect of the Action set forth on Section 2.4(fSchedule 2.03(a)(viii) of the Seller Disclosure Schedule Schedule. (b) Buyer and the Seller Parties hereby agree to reimburse one another, U.S. dollar for dollar, in the event that (i) any of Seller’s or Buyer’s customers, respectively, or their respective Affiliate’s customers, offset, against accounts payable by such customer to Seller or Buyer or their respective Affiliates, the cost of any Product returned by such customer, or (ii) Seller or Buyer or their respective Affiliates are required to issue a credit for the account of, or reimburse, any customer for returns, in each case which are the responsibility of the other party hereto pursuant to Section 2.03(a)(ii) and Section 2.04(a). Buyer and the Seller Parties hereby agree to, and to cause their respective Affiliates to, provide notice to one another of any such offset, issuance of credit or reimbursement for which such party or its Affiliate is entitled to be reimbursed pursuant to this Section 2.03(b). Payment shall be made promptly following receipt of notice of any such offset by or issuance of a credit to a customer (together with supporting documentation). Following the Closing, Buyer and the Seller Parties shall cooperate to ensure that a 14 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED customer does not offset returns of any Product against Seller (or any of its Affiliates) and Buyer (or any of its Affiliates). Seller shall promptly reimburse Buyer for the cost of goods associated with any Product constituting Product inventory transferred to Buyer pursuant to Section 2.01(b) that is on consignment to the Department of Veterans Affairs (the “ANSAC Brazil MatterVA”); (g) All accounts payable, trade accounts payable and trade obligations primarily related is returned by the VA after the Closing. Reimbursement of such amount shall be made promptly by Seller to the Business; and (h) All other Liabilities Buyer following receipt of the Business that are 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 reason notice of any actual or alleged breach of any covenant or agreement contained in this Agreement, such Product returned by the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwiseVA (together with supporting documentation).

Assumed Liabilities. On (a) Except as otherwise provided in this Agreement, subject to and in accordance with the terms and subject to the satisfaction or waiver provisions of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately Purchaser will assume the payment and performance obligations of each Seller that accrue following the consummation of the Share SaleClosing Date for such Seller’s Assets under all contracts, Alkali HoldCocustomer orders, leases, licenses and purchase orders relating to such Seller’s Business and listed on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities Schedule 2.4(a) to this Agreement (collectively, the “Assumed Liabilities”): ). Purchaser shall not be liable for amounts outstanding under any contracts listed on Schedule 2.4(a) which (a) All Liabilities relating to, arising out of, have accrued prior to the Closing Date for such Seller’s Assets or 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 Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating (b) relate to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, business other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets;Seller’s Business. (b) All Liabilities Except for Taxes relating to the Transferred Assets or the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser will not be liable for which Purchaser is responsible pursuant any obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or understandings of any kind or nature whatsoever arising from, attributable or related to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on any Seller or after the Closing by Purchaser operation of its Business or the ownership or use of such Seller’s Assets or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising beforeLeased Premises, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: including without limitation (i) any such liability arising from events or occurrences prior to the Release or threatened Release Closing of or exposure to any Hazardous Materials on or emanating from any real propertysuch Seller’s Assets, (ii) any such liability arising out of the off-site storageemployment, treatmentterms or conditions of employment, recycling, transportation, disposal or arrangement for disposal termination of employment of any Hazardous Materials Person, or the failure to employ any Person, (iii) any violation such liability for any period of Environmental Law; time for federal, state or local taxes, penalties or interest (fincluding without limitation any property or sales tax liability, penalty or interest) All Liabilities arising out ofand (iv) any such liability for expenses, resulting from debts or otherwise obligations incurred within or outside the ordinary course of business. Anything to the contrary contained herein notwithstanding, Purchaser shall neither assume nor have any obligations or liabilities whatsoever in respect of any environmental matter, any immigration matter or any employment matter including, without limitation, severance, the Action set forth on Section 2.4(f) Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit liabilities in respect of any employees, consultants or independent contractors or any Employee Benefit Plan, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the Seller Disclosure Schedule Pension Benefit Guaranty Corporation (the “ANSAC Brazil MatterPBGC”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities liability under Section 412 of the Business that are Internal Revenue Code, as amended (the “Code”) or Section 102 (a)(2) of ERISA or other similar liability or expense of any Seller and Purchaser shall not Excluded Liabilities. The obligations become a party to any Employee Benefit Plan as a result of Purchaser and the members any of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether transactions contemplated by 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 Except for the obligations and Liabilities specifically assumed by Buyer or the relevant Designated Buyers in this Section 2.03, Buyer and the Designated Buyers shall not be deemed to have assumed or agreed to be responsible for any Seller’s, or any of its Affiliates’, Liabilities, whether or not arising out of the ownership and operation of the Purchased Assets or the Purchased Business. Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, effective at the time of the Closing, immediately following Buyer shall, and shall cause the consummation of the Share Salerelevant Designated Buyers to, Alkali HoldCoassume, on behalf of Purchaserbecome obligated for, shall assume and discharge agree to pay and perform when due all of due, only the following Liabilities (collectively, the “Assumed Liabilities”):), and no other Liabilities: (a) All all Liabilities relating to, of the applicable Sellers and their respective Affiliates arising out of, or 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 Transferred 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 Closing, other than Closing Date under the Excluded Liabilities or Liabilities to Assumed Leases and the extent relating to the Excluded AssetsAssumed Contracts; (b) All all Liabilities for Taxes arising out of or relating to (i) the Transferred Permits or the Licenses, including such Liabilities arising out of or relating to all reclamation and post-mining Liabilities at the Purchased Assets, (ii) any mine operating or safety compliance matters related to the condition of the Purchased Assets or the Assumed Liabilities mining areas of the Purchased Business, (iii) the Purchased Assets’ or the Purchased Business’ compliance with Environmental Laws; and (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, Hazardous Materials resulting from the operation of the Purchased Assets, excluding, in each of the preceding cases (i)-(iv), any monetary fines and penalties for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates have received a written notice of violation or predecessorsnotice of claim (or other written notice of similar legal intent or meaning) from any Governmental Authority on or prior to the Closing Date (whether or not disclosed on Schedule 3.08(c) or Schedule 3.16) (such excluded fines and penalties, collectively, the “Excluded Pre-Closing Fines”) and any member Excluded Off-Site Environmental Liabilities; (c) except as provided in Section 7.03, all Liabilities of any kind or character resulting from or arising out of or in connection with Buyer’s or the Alkali Group relevant Designated Buyer’s use, operation, possession or any ownership of their Affiliates or predecessors on any real property with respect to: interest in the Purchased Assets following the Closing, including during the Interim Period; (d) (i) any and all claims relating to employee health and safety, including claims for injury, sickness, disease or death, of any Transferred Employee, including any Workers’ Compensation Liabilities, arising out of an event that occurs after the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real propertyClosing Date, and (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal any and all Black Lung Liabilities of any Hazardous Materials Transferred Employee first occurring on or after the lapse of the statutory period following the Closing Date for Buyer to become a responsible operator to and with respect to such Transferred Employee under the Black Lung Benefits Act; (iiie) any violation Liability or obligation under the WARN Act with respect to any active Business Employee as of Environmental Law;the Closing Date, arising solely out of Buyer’s failure to comply with Section 9.02(a); and (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on all Cure Costs incurred under Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”2.05(d); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 Buyer will, without any further responsibility or liability of, or recourse to, Seller, or any of it directors, shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors or assigns, absolutely and irrevocably assume and will become liable for the terms following Liabilities, whether or not reflected in the Schedules hereto, and subject without regard to the satisfaction or waiver manner in which any Purchased Assets are transferred in any jurisdiction: (i) all Liabilities arising out of the conditions Assigned Contracts including the “Accrued Corporate Acct Rebates-US”, the “Accrued Handling Fees” and the “Misc Liability” in each case included in the definition of Closing Modified Working Capital and arising under an Assigned Contract but excluding any liability or obligation resulting from, arising out of, or caused by (A) tort, infringement or violation of Law by Seller or Seller’s Affiliates occurring prior to the Effective Time; (B) any breach by Seller or any Seller Affiliate of such Assigned Contract occurring prior to the Effective Time; (C) any facts, events, actions, or circumstances that occurred or failed to occur prior to the Effective Time which by themselves, or with notice or passage of time, would result in or give rise to a default or breach by any Buyer of such Assigned Contract; (D) any indemnification (or similar) obligation under and pursuant to Assigned Contracts to the extent arising from any facts, events, actions, or circumstances that occurred or failed to occur prior to the Effective Time; and (E) any Assigned Contract with respect to the operation of the Business in Australia and New Zealand; (ii) accrued customer rebates (excluding customers in Australia and New Zealand) arising exclusively or primarily from the operations of the Business in the Ordinary Course of Business prior to the Effective Time, to the extent, but only to the extent, the same are accrued on the Final Closing Balance Sheet; and (iii) except with respect to customers in Australia and New Zealand, all Liabilities under warranties given by Seller in the Ordinary Course of Business prior to the Effective Time and the obligations with respect to product returns set forth inin Section 7.3 in each case under this clause (iii) to the extent, and but only to the extent, the same are accrued on, or reflected in accordance withthe allowances on, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities Final Closing Balance Sheet (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at At the Closing, immediately following Buyer shall deliver to Seller an undertaking (the consummation “Assumption Agreement”), in the form attached hereto as Exhibit A, pursuant to which Buyer, at and as of the Share Sale, Alkali HoldCo, on behalf of PurchaserClosing, shall assume and agree to pay, perform and discharge and perform when due all of the following Liabilities 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”): (ai) All Liabilities relating toall 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 ofof or relating to the Acquired Assets, the Product or the Business, whether arising before, at or after the Closing; (ii) all trade accounts payable related to the Business and all other obligations and liabilities reflected on the Closing Statement; (iii) all obligations and liabilities of Seller or any of its Affiliates under or arising out of the Transferred Contracts; (iv) all obligations and liabilities of Seller or any of its Affiliates under the Transferred Regulatory Approvals; (v) all obligations and liabilities of Seller or any of its Affiliates arising out of the ownership of the Transferred IP Registrations; (vi) all obligations and liabilities in connection with respect of employee relations and benefits which are expressly the responsibility of Buyer pursuant to Section 7.10; (vii) all obligations and liabilities of Buyer under Section 7.1, Section 7.2 and/or Section 7.3; (viii) all obligations and liabilities in respect of Taxes for which Buyer is responsible pursuant to Section 7.7; (ix) all obligations and liabilities of Seller or any act of its Affiliates arising out of or omission by relating to Deferred Items under Section 1.5; (x) all obligations and liabilities of Seller or any Person of its Affiliates with respect toto all Proceedings (including product liability claims, claims arising out of or any Person’s ownership relating to injury to or operation of, death of persons or destruction of or damage to property) or investigations arising out of or relating to the Business or the Transferred AssetsAcquired Assets or any Product developed, in each case, whether fixed manufactured or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring sold prior to, on at or after the Closing, other than regardless of whether any such Proceeding was commenced prior to, at or after the Excluded Liabilities Closing; and (xi) all obligations and liabilities arising out of any Business Guarantee that is not replaced by Buyer at or Liabilities prior to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible Closing pursuant to Section 7.2(ii) 4.5. From and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing Closing, Buyer shall defend, indemnify, protect and hold harmless Seller and its Affiliates from, against and in respect of, and will compensate and reimburse Seller and its Affiliates for, all Losses (regardless of whether such Losses relate to any claim by Purchaser a third party) suffered, sustained, incurred or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted paid by Seller or any of its Affiliates that constitute or predecessors, any member arise out of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Assumed 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 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 the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the At Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Purchaser shall assume and discharge and perform when due all liability, obligation, damage, loss, diminution in value, cost or expense of the following Liabilities any kind or nature whatsoever, whether accrued or unaccrued, actual or contingent, known or unknown, foreseen or unforeseen (collectively, the “Assumed Liabilities”): ), arising from, relating to, or otherwise in connection with the Property to the extent either (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing Date or (b) for which Purchaser receives a credit to the Purchase Price. Purchaser shall indemnify and hold harmless Seller and Lender and each of their respective shareholders, members, consultants, representatives, officers, employees and affiliates (collectively, the “Seller-Lender Indemnified Parties”) from any and all claims, liens, costs, causes of action, damages, expenses, losses or other liabilities, including, without limitation, reasonable attorneys’ fees (collectively, the “Indemnified Claims”), arising out of Purchaser’s failure to pay or discharge the Liabilities assumed by Purchaser as set forth above. Seller shall retain all Liabilities arising from, relating to, or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, otherwise in connection with the Business as currently Property to the extent arising prior to the Closing Date other than such Liabilities for which Purchaser receives a credit to the Purchase Price. Seller shall indemnify and hold harmless Purchaser and its shareholders, members, consultants, representatives, officers, employees and affiliates (collectively, the “Purchaser Indemnified Parties”) from any and all Indemnified Claims arising out of Seller’s failure to pay or previously conducted discharge the Liabilities retained by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action as set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilitiesabove. The parties’ rights and obligations of Purchaser and the members of the Alkali Group under this Section 2.4 2.3 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any covenant or agreement contained in this Agreement, survive the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwiseClosing.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following Buyer shall assume (for the consummation benefit of the Share Salerelevant EMEA Seller and, Alkali HoldCofor the benefit of the Joint Administrators) and thereafter pay, on behalf of Purchaser, shall assume perform and discharge and perform when due all of due, the following Liabilities (collectively, the “EMEA Assumed Liabilities”): (a) All all Liabilities relating to, under or arising out of, or in connection with from any act or omission by any Person with respect to, or any Person’s ownership or operation of, the EMEA Business or the Transferred 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 ClosingContract, other than any Liability arising under any EMEA Business Contract as a result of a breach, default or wrongful failure on the Excluded Liabilities part of any EMEA Seller or Liabilities its Affiliates to perform any covenant or obligation under such EMEA Business Contract required to be performed by it prior to the extent relating to the Excluded AssetsClosing; (b) All all Liabilities for or in respect of Taxes relating to (other than Income Taxes) (i) that are the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible responsibility of Buyer pursuant to Section 7.2(ii9.1 of the Agreement or (ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant in connection with the operation of the Business or in respect of the EMEA Acquired Assets with respect to Section 7.2(iv)periods (or portions thereof) beginning on or after the Effective Time; (c) All all Liabilities agreed with respect to be performed defective Product claims and product liability claims and causes of action arising with respect to (i) products shipped or sold by or on behalf of Buyer or its Affiliates from or after the Closing and (ii) Product returns purchased by Purchaser or any member Buyer pursuant to Section 9.10 of the Alkali Group Agreement (but only to the extent of Buyer’s obligation to purchase such Product returns pursuant to the terms of this Agreement or any Section 9.10 of the Ancillary Agreements;Agreement); and (d) All all Liabilities under relating to Buyer’s and its Affiliates’ ownership or use of the Business Employee Plans; (e) All Liabilities first occurring EMEA Acquired Assets, or arising beforethe conduct or operation of the Business, on or after the Closing Date, activities of Buyer and its Affiliates in connection with the Business as currently EMEA Acquired Assets or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and after the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseClosing.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, subject to ‎Section 11.02, Buyer agrees, effective at the ClosingEffective Time, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall to assume and discharge and perform when due all of the following Liabilities of Seller or any of its Subsidiaries (collectivelyor 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 Related to the Business or primarily relating to or primarily arising out of the Purchased Assets (as currently or formerly conducted), and not to the extent arising from or related to the Excluded Assets, the Excluded Liabilities or breach of Contract, tort, infringement, misappropriation or violation of Applicable Law, whether presently in existence or arising hereafter (the “Assumed Liabilities”): (a) All all Liabilities to the extent accrued for in the Balance Sheet (to the extent such Liabilities still exist as of the Effective Time); (b) all Liabilities Related to the Business incurred in the ordinary course of Business consistent with past practice since the Balance Sheet Date to the extent such Liabilities still exist as of the Closing Date (including, for the avoidance of doubt, subject to ‎Section 2.05(j), all Liabilities arising under Contracts incurred in the ordinary course of Business consistent with past practice since the Balance Sheet Date); (c) all Liabilities under warranty obligations relating to, to any products manufactured or sold by the Business following the Effective Time; (d) all Liabilities or obligations arising out of, or in connection with of any act or omission by any Person with respect to, or any Person’s ownership or operation of, Action Related to the Business or related to or arising out of the Transferred Purchased 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member as a result of the Alkali Group pursuant to the terms of this Agreement or any operation of the Ancillary Agreements; (d) All Liabilities under Business following the Business Employee PlansEffective Time; (e) All all Liabilities first occurring or arising before, on or after the Closing Date, in connection with relating to the Business to the extent reflected in the Final Closing Statement (as currently or previously conducted by Seller or any of its Affiliates or predecessorssuch Liabilities and the amount thereof may be adjusted pursuant to Section 2.10, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure and subject, if applicable, to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawSection 2.11); (f) All (i) all Liabilities arising out ofwith respect to each Transferred Employee, resulting from and each Business Employee in accordance with Section 9.11(a) and (b), other than any such Liabilities that are (x) expressly retained by Seller or otherwise any Retained Subsidiary pursuant to ‎Article 9, (y) taken into account under Closing Indebtedness or (z) taken into account in respect Transaction Expenses, (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; but, for the avoidance of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)doubt, excluding all Liabilities under any Business Benefit Plan that is not a Purchased Subsidiary Benefit Plan not expressly assumed by Buyer pursuant to Article 9; (g) All accounts payableall Liabilities relating to or arising out of the Purchased Assets or the Business (including any such Liabilities of any Purchased Subsidiary), trade accounts payable and trade obligations primarily in each case, arising as a result of the operation of the Business following the Effective Time; (h) all Liabilities arising out of or in connection with any Applicable Law related to unclaimed or abandoned property related to or arising out of the Business or the Purchased Assets, in each case, arising as a result of the operation of the Business following the Effective Time; (i) all Liabilities for any Third Party Claim relating to, or arising out of, the use, application, malfunction, defect, design, operation, performance or suitability of any product of the Business to the extent the injury or damages or occurrence with respect thereto arose or occurred at or after the Effective Time, without regard to when the product was manufactured, sold or distributed by the Business; and (hj) All other Liabilities of the Business that are not Excluded all Assumed Environmental 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 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 Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, Xxxxx agrees, effective at the ClosingEffective Time, immediately following the consummation of the Share Saleto assume (or cause to be assumed) and thereafter to timely pay, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due in accordance with their terms, all of the following Liabilities of Seller or any of the Retained Subsidiaries (or 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 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 (a) All Liabilities relating toof Seller or any of the Retained Subsidiaries that are not Assumed Liabilities, (b) to the extent arising out of, or relating to, the Retained Business, (c) except as otherwise set forth in Article 9 or in the Secondment Agreement, to the extent arising out of, or relating to, any Seller Benefit Plan, (d) to the extent arising out of or related to the 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 Business, (e) to the extent arising out of, or relating to, any current or former employee of Seller or its Affiliates (or candidate to be an employee of Seller or its Affiliates) who is not a Business Employee, Former Business Employee or Seconded Employee or to the extent not related to the Business, (f) arising under Section 302 or Title IV of ERISA or Section 412 of the Code, (g) arising under Section 4980B of the Code or Part 6 of Subtitle B of Title I of the Code, subject to Buyer’s compliance with its obligation to provide Seconded Employees with continued health benefits under Section 9.08 from and after the Transfer Date, (h) arising under or in connection with any act or omission by any Person with respect toMultiemployer Plan, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real propertyconstituting Indemnified Taxes (collectively, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil MatterExcluded Liabilities”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 At the terms and subject Closing, Seller shall transfer to the satisfaction or waiver of the conditions set forth inBuyer, and in accordance withBuyer shall assume, the Assumed Liabilities. For purposes of this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities (collectively, the “Assumed Liabilities”): ” shall mean only the following liabilities of Seller: (a) All Liabilities relating tothe accounts payable and accrued expenses arising from the conduct of the Business (“Payables”) in existence at the close of business on the Closing Date, arising out of, or in connection with any act or omission by any Person (b) all obligations and liabilities with respect to, or any Person’s ownership or operation of, to the Transferred Employees attributable to the conduct of the Business or from and after the Closing Date and (c) all obligations and liabilities of Seller with respect to the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities but only to the extent relating to the Excluded Assets; that such obligations (bi) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or arise after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal do not arise from or arrangement for disposal relate to any breach by Seller of any Hazardous Materials or provision of such Assigned Contracts and (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting do not arise from or otherwise in respect of the Action set forth relate to any event, circumstance or condition occurring or existing on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related or prior to the Business; and (h) All other Liabilities Closing Date, that, with notice or lapse of the Business that are 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 time or reductionboth, whether by reason of any actual would constitute or alleged result in a breach of any covenant or agreement contained in this Agreementsuch Assigned Contracts. OTHER THAN AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwiseBUYER SHALL NOT ASSUME ANY OBLIGATION OR LIABILITY OF SELLER OR THE BUSINESS OF ANY KIND, AND SELLER SHALL PAY, SATISFY AND PERFORM ALL OF ITS REMAINING OBLIGATIONS, WHETHER FIXED, CONTINGENT, KNOWN OR UNKNOWN AND WHETHER EXISTING AS OF THE CLOSING OR ARISING PRIOR TO THE CLOSING, WHICH MAY AFFECT IN ANY WAY THE TRANSFERRED ASSETS.

Assumed Liabilities. On In connection with the terms purchase and subject to the satisfaction or waiver sale of the conditions set forth in, and in accordance with, Transferred Assets pursuant to this Agreement, at the Closing, immediately following the consummation Buyer, or one of the Share Sale, Alkali HoldCo, on behalf of Purchaserother Buyer Parties, shall assume and discharge and pay, discharge, perform when due all of or otherwise satisfy the following Liabilities and obligations of the Seller Parties arising out of, relating to or otherwise in respect of the Business or the Transferred Assets (collectively, the “Assumed Liabilities”): (a) All all Liabilities relating toaccruing, arising out of, of or in connection with any act or omission by any Person with respect to, or any Person’s ownership relating to the conduct or operation of, of the Business or the ownership or use of the Transferred 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 Assets from and after the ClosingClosing Date, other than the Excluded except that no Buyer Party shall assume or agree to pay, discharge or perform any Liabilities or Liabilities arising out of any breach of any provision of any Assumed Contract by a Seller Party prior to the extent relating to the Excluded AssetsClosing Date; (b) All Liabilities for any Taxes arising out of or relating to the operation of the Business or that are imposed with respect to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible that are attributable to a Post-Closing Tax Period (including any Taxes to be paid by a Buyer Party pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivArticle VI); (c) All all Liabilities agreed of the Seller Parties under the Assumed Contracts to be performed on or after after, or in respect of periods following, the Closing Date, except that no Buyer Party shall assume or agree to pay, discharge or perform any Liabilities arising out of any breach by Purchaser or a Seller Party of any member provision of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsAssumed Contract; (d) All all Liabilities under in respect of Transferred Products manufactured, marketed, distributed or sold by the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or including any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All such Liabilities arising out of, resulting from of or otherwise in respect relating to infringement or misappropriation of the Action set forth on Section 2.4(f) Intellectual Property Rights of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Businessany third party; and (he) All other all Liabilities (i) relating to the employment or termination of employment of any Transferred Employee by the Buyer or an Affiliate thereof following the Closing or (ii) expressly assumed by the Buyer pursuant to Section 5.5. The Buyer’s assumption of an Assumed Liability shall not limit the Buyer’s right to seek indemnification under this Agreement for a breach of representation and warranty. Notwithstanding anything to the contrary herein, the assumption of the Business that are not Excluded Liabilities. The obligations of Purchaser and Assumed Liabilities by the members of the Alkali Group under this Section 2.4 Buyer Parties shall not be subject to offset enlarge any rights of third parties under contracts or reductionarrangements with any Seller Party or Buyer Party, whether by reason of and nothing herein shall prevent any actual Buyer Party or alleged breach of Seller Party from contesting in good faith any covenant or agreement contained in this Agreement, the Ancillary Agreements or such Liabilities with any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwisethird party.

Assumed Liabilities. On In connection with the terms purchase and subject to the satisfaction or waiver sale of the conditions set forth in, and in accordance with, Transferred Assets pursuant to this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall (or shall procure that its relevant Affiliates shall) assume and discharge and shall agree to pay, discharge, perform when due all of or otherwise satisfy the following Liabilities of the Seller and its Affiliates relating to the Business (collectively, the “Assumed Liabilities”): (a) All except for Specified Excluded Liabilities, all Liabilities relating toaccruing, arising out of, of or in connection with any act or omission by any Person with respect to, or any Person’s ownership relating to the conduct or operation of, of the Business or the ownership or use of the Transferred AssetsAssets from and after the Closing Date; (b) [reserved]; (c) any Taxes to be paid by the Buyer (or its Affiliates) pursuant to Article VI and all other Taxes arising from or with respect to the Transferred Assets or the operation of the Business that are incurred in or attributable to any period, or any portion of any period, occurring after the Closing Date; it being understood that all Taxes arising from or with respect to the Transferred Assets or the operation of the Business for all periods and partial periods ending on or before the Closing shall be Excluded Liabilities (except as otherwise provided in each casethis Agreement); (d) subject to Section 2.5, whether fixed all Liabilities of the Seller and its Affiliates under the Business Contracts and the Business Permits that accrue or contingentare to be performed on or after, matured or unmaturedin respect of periods following, the Closing Date, other than any Liability resulting from a breach by the Seller or any of its Affiliates of such Business Contracts or Business Permits prior to the Closing, it being understood that Liabilities resulting from a breach by the Seller or any of its Affiliates of such Business Contracts prior to the Closing shall be Excluded Liabilities; (e) all Liabilities with respect to Inventory that is a Transferred Asset and identified at the Joint Walk Through as Defective Inventory (the “Excluded Inventory”); (f) all Liabilities assumed by the Buyer (or any of its Affiliates) pursuant to Section 5.6; however, for the avoidance of doubt, the Buyer shall have no Liability with respect to the Solutia Inc. Employees Pension Plan or any other United States defined benefit plan or retiree medical plan; (g) any Liability arising out of any violation of Law by Law the Buyer or by Contract or otherwise, relating to facts, conditions, circumstances, events, actions or omissions occurring prior toany of its Affiliates, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded all Buyer Environmental 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 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 the terms and subject Subject to the satisfaction or waiver of the conditions set forth in, in this Agreement (and except to the extent specifically otherwise provided in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCoSection 1.4 or Section 5.2), on behalf of Purchaserthe Closing Date, Buyer shall assume and discharge agree to pay, perform and perform discharge, as and when due due, all of the following Liabilities of Company, whether arising before or after the Closing Date, to the extent the same are unpaid, undelivered or unperformed on the Closing Date (collectively, the “Assumed Liabilities”):), including (without limitation) the following: (a) All Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, under the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsAssumed Contracts; (b) All Liabilities for Taxes relating to arising under the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)Business Permits; (c) All current Liabilities, accrued Liabilities agreed and contingent Liabilities, including all Liabilities arising in connection with any Environmental Action where any such Environmental Action or Liability (i) is related in any way to be performed Company’s or any previous owner’s or operator’s ownership, operation or occupancy of Company or its business, any real property or the Purchased Assets, and (ii) occurred, existed, arose out of conditions or circumstances that existed, or was caused, in whole or in part on or after before the Closing by Purchaser Date, whether or any member of not known to Buyer; the Alkali Group Liabilities assumed pursuant to the terms this Section 1.3(c) include (without limitation) Liabilities arising under any applicable Environmental Law; provided, however, that Buyer’s agreement to assume such liabilities shall not be deemed an admission of this Agreement any action or any of the Ancillary Agreementsomission giving rise to such liabilities; (d) All Liabilities under relating to or arising out of any employment action or practice in connection with persons previously employed, employed or seeking to be employed by Company, including Liabilities based upon breach of employment or labor contract, employment discrimination, wrongful termination, wage and hour or health and safety requirements, workers compensation, the Business Employee PlansWorker Adjustment Retraining Notification Act of 1988, as amended (to the extent provided for in Section 5.2(i)), the Occupational Safety and Health Act of 1970, as amended, or the National Labor Relations Act, constructive termination, wrongful termination, failure to give reasonable notice or pay-in-lieu-of-notice, severance pay or termination pay; provided, however, that Buyer’s agreement to assume such liabilities shall not be deemed an admission of any action or omission giving rise to such liabilities; (e) All Liabilities first occurring under any Benefit Plan or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure Employee Agreement that is specifically assumed pursuant to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawSection 5.2; (f) All Liabilities arising out ofrelating to pending or threatened actions, resulting from suits, arbitrations, proceedings, disputes, claims or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)investigations; (g) All accounts payableLiabilities that arise on account of Buyer’s conduct of the business of Company, trade accounts payable and trade obligations primarily related to use of the Business; andPurchased Assets, sale of any products manufactured and/or sold by Buyer and/or delivery of services by Buyer on or after the Closing Date; (h) All Liabilities in the nature of product liability, including any Liability for claims made for injury to person, damage to property or other damage arising from, caused by or arising out of any product designed, manufactured, assembled, installed, sold, leased or licensed, or any service rendered, prior to the Closing Date; (i) All Liabilities for warranty obligations (express, implied or statutory) relating to any product installed, sold, leased or licensed or any services rendered or for returns of products sold prior to the Closing Date; (j) All Liabilities of Company for any violation of or failure to comply with any Laws or Orders; and (k) All other Liabilities arising out of or related to the conduct of the Business that are not business of Company or the Purchased Assets (but specifically excluding the Excluded Liabilities). The Parties acknowledge that the provisions of this Section 1.3 shall not affect, mitigate or limit Parent’s indemnity obligations under this Agreement or Buyer’s rights under Section 5.5(b). For further clarity, it is expressly agreed that, with respect to Buyer’s assumption of the Assumed Liabilities, Parent and Company shall have the same obligations of Purchaser notice and the members of the Alkali Group cooperation as an Indemnified Party under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwise8.4 hereof.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, effective at the time of the Closing, immediately following Buyer agrees to assume, or to cause one of its Subsidiaries designated not less than two (2) Business Days prior to the consummation of the Share SaleClosing Date to assume, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities relating to or arising out of the Purchased Assets or the Business (collectively, the “Assumed Liabilities”): (a) All all Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, of Seller or any Person’s ownership or operation of, the of its Affiliates under any Business or the Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwiseBusiness IP Contract, relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities but only to the extent relating such Liabilities do not arise out of any act, conduct or failure to act in an ordinary and reasonable manner with respect to any such Contract prior to the Excluded AssetsClosing; (b) All subject to Section 11.02(a), all Environmental Liabilities, but excluding the Retained Environmental Liabilities (which, for Taxes relating to the Transferred Assets or the Assumed avoidance of doubt, are Excluded Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv2.05(d)); (c) All all Liabilities agreed for Taxes with respect to the Business or the Purchased Assets with respect to the Post-Closing Tax Period; provided that Taxes described in Sections 8.01(b), 8.01(c), 8.01(e) and 8.01(f) shall be performed paid in the manner set forth in Section 8.01 hereof; (d) all Liabilities in respect of or relating to (i) the Assumed Plans, to the extent such Liabilities relate to Continuing Employees or any Seller Business Employee to whom Buyer is obligated under this Agreement to make an offer of employment who (x) does not receive such offer or (y) rejects such offer from Buyer or one of its Affiliates that is not a Compliant Offer, (ii) the employment (or separation therefrom) of any Continuing Employee with Buyer or its Affiliates on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms Date and (iii) Buyer’s obligations under Section 7.08 and Article 9 of this Agreement or any of (collectively, the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans“Assumed Employment Liabilities”); (e) All subject to Section 6.03, all Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member respect of the Alkali Group JV Debt Guarantees, but only to the extent such Liabilities do not arise out of any act, conduct or any of their Affiliates or predecessors on any real property failure to act in an ordinary and reasonable manner with respect to: (i) to such JV Debt Guarantees prior to the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law;Closing; and (f) All all other Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”);2.04; and (g) All accounts payableall Liabilities under, trade accounts payable and trade obligations primarily related in respect of or relating to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseTransferred Pension Plan.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, Purchaser agrees to assume, pay and perform, and Seller hereby agrees to transfer and assign to Purchaser, all obligations, liabilities and indebtedness of Seller as at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities Effective Time (collectively, the “"Assumed Liabilities”):"), except the following items, for which Seller shall remain liable (collectively, the "Excluded Liabilities"); (ai) All Liabilities relating to, arising out of, or Any and all income taxes attributable to Seller for any and all periods prior to the Effective Time; (ii) Any and all obligations of Seller incurred in connection with this transaction, and all fees to attorneys, investment bankers, accountants or others for services rendered or expenses incurred or behalf of Seller; (iii) Any and all of Seller's broker's or finder's fees, commissions or like payments arising out of or based upon any act or omission by of Seller, including, without limitation, any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred Assets, in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating fee due to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded AssetsStrategica Capital Corp.; (biv) All Liabilities for Taxes losses existing as of or prior to the Effective Time of any and every kind whatsoever, including, without limitation, court costs and attorneys fees covering, incurred or sustained as a direct or indirect result of the presence on or under, or the release, escape, seepage, leakage, discharge or migration at or from, any of the Leased Real Property of any hazardous materials or non-hazardous materials, waste or substance and whether asserted under or rising under any applicable law or regulation relating to pollution, the Transferred Assets environment, human safety and health, transportation or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)production, storage, labeling or disposition of hazardous materials; (cv) All Liabilities agreed Any and all indebtedness and obligations of Seller to parent as at the Effective Time or arising thereafter, except approximately $11.6 million dollars to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, repaid in connection with the Business as currently or previously conducted by Seller or any Step Rate Subordinated Notes of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwiseparent.

Assumed Liabilities. On After Closing, Buyer shall pay, fulfill, perform and otherwise discharge prior to delinquency, the terms following debts, liabilities, obligations, expenses, contracts and subject commitments of Seller relating to the satisfaction or waiver of Business and the conditions set forth in, 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 discharge and perform when due all of the following Liabilities Purchased Assets (collectively, the “Assumed Liabilities”): (a) All Liabilities relating toThe payment and performance obligations arising under the Assumed Contracts, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities but only to the extent relating such obligations do not relate to or arise from (i) any action, omission or occurrence taking place prior to Closing or (ii) a breach or failure to perform when due any of the Excluded Assetsterms of the Assumed Contracts prior to Closing; (b) All Liabilities for Taxes relating to The trade accounts payable accrued and not overdue as of the Transferred Assets or Closing Date, incurred by Seller in the Assumed Liabilities for which Purchaser is responsible ordinary course of operating the Business, consistent with past practice and included in the schedule delivered pursuant to Section 7.2(ii1.10(b) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv(the “Assumed Payables”); (c) All Any Liabilities agreed to be performed on or after for which the Closing by Purchaser or any member of the Alkali Group Purchase Price is reduced pursuant to the terms clause (i) of Section 1.4(a) and which are not otherwise assumed under this Agreement or any of the Ancillary Agreements;Section 1.5; and (d) All The amounts set forth on Schedule 1.5(d) representing the Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after as of the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect Date attributable to: (i) the Release or threatened Release of or exposure accrued but unpaid salary, wages, bonuses, and any other amounts owed to any Hazardous Materials person or entity (including Seller’s portion of any applicable withholding taxes related thereto) on account of services rendered to or emanating from any real propertyfor the benefit of Seller, which shall include services of the physicians employed by Wilmington Health who perform services at the Centers and the clinical employees of Seller that perform services for ECEP II (collectively, the “Assumed Payroll”), (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal accrued but unused personal and vacation time of any Hazardous Materials or Seller Employee (defined in Section 2.20(a)), and (iii) accrued but unpaid employer contribution for which Seller is or will be obligated to pay to any violation retirement plan maintained for the benefit of Environmental Law; any Seller Employee relating to the period prior to Closing (fclauses (i), (ii), and (iii) All Liabilities arising out ofcollectively, resulting from or otherwise in respect the “Benefit Accrual”); provided that the portion of the Action set forth Benefit Accrual described in clauses (ii) and (iii), on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payablea person-by-person basis, trade accounts payable and trade obligations primarily related shall be limited to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members of the Alkali Group maximum potential accrual for similarly situated employees under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseBuyer’s employee benefit plans.

Assumed Liabilities. On From and after the terms Closing, and subject to the satisfaction or waiver of the terms and conditions set forth inherein, Purchaser will assume, and in accordance withwill pay, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume perform and discharge and perform when due as they become due, all of the following Liabilities liabilities and obligations of Seller solely to the extent such liabilities and obligations are required to be satisfied, paid or performed after the Closing Date (collectively, the “Assumed Liabilities”): (a1) All Liabilities relating tothe Assumed Deposits; (2) the Assumed Agreements, except for any liability or obligation under such Assumed Agreements and (x) to be performed prior to the Closing Date or (y) arising out from a breach of, or in connection with default under, any act such Assumed Agreements by Seller or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assetsits Affiliates; (b3) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) all liabilities and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or obligations accruing after the Closing Date that relate to or arise from the employment of the Transferred Business Employees by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with including all compensation, benefits, severance, workers’ compensation and welfare benefit claims and employment-related liabilities incurred after the Business as currently or previously conducted Closing Date under plans and policies maintained by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawPurchaser; (f4) All Liabilities arising out ofany Accrued Interest and Fees on the Assumed Deposits, resulting from or where such Accrued Interest and Fees are not otherwise deducted in respect determining the Net Book Value of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Businessany Purchased Assets; and (h5) All other Liabilities any Liability, duty or obligation of any nature whatsoever, whether accrued, absolute, primary or secondary, contingent or otherwise, direct or indirect, asserted or unasserted, known or unknown that arises based on the conduct of the Business that are not Excluded Liabilities. The obligations of Purchaser business acquired and associated with the members Banking Centers after the Closing Date or the use of the Alkali Group Purchased Assets after the Closing Date or the Assumed Liabilities, of whatever kind or nature, primary or secondary, direct or indirect. Purchaser’s obligations under this Section 2.4 2.2(a) shall not be subject to offset or reduction, whether reduction by reason of any actual or alleged breach of any representation, warranty or covenant or agreement contained in this Agreement, the Ancillary Agreements Agreement or any other agreement or document delivered in connection herewith or therewith any right or any alleged right to indemnification hereunder or otherwisethereunder.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver ------------------- conditions of this Agreement and notwithstanding anything to the conditions set forth in, and contrary in accordance with, this any Novation Agreement, at Purchaser hereby agrees to assume, effective as of the Closing, immediately following the consummation of the Share Saleand agrees to pay, Alkali HoldCo, on behalf of Purchaser, shall assume perform and discharge and perform when due all Liabilities of Sellers (except Excluded Liabilities) only to the following Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, extent arising out of, relating to or otherwise incurred in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation ofof the Acquired Assets, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member operations of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing DateDate (collectively, the "Assumed Liabilities"), including (except Excluded Liabilities): ------------------- (i) all Liabilities of Sellers under Contracts, including all Government Contracts and any related guarantees and Novation Agreements and the Contracts set forth in Schedule 2.3(a)(i) or any other Schedule hereto; (ii) all accounts payable owed by Sellers arising out of operations of the Business or otherwise incurred in respect of the Business; (iii) all Liabilities in respect of any and all products sold or licensed, services rendered or technology or intellectual property provided or licensed by the Business, including Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and product liability and other claims; (iv) all Liabilities (other than Environmental Liabilities and Decontamination and Decommissioning Liabilities) arising as a result of being the owner or occupant of, or the operator of the activities conducted at, (A) the Premises or (B) any other real property owned, leased or operated at any time by any of Sellers and used or held for use primarily in the Business, including (in the case of clause (A) only) all Liabilities relating to personal injury and property damage; (v) all Business-Related Environmental Liabilities but only to the extent that (A) they arise as a result of being the owner or occupant of, or the operator of the activities conducted at, the Premises or (B) they relate to the treatment, storage, transportation or disposal of Hazardous Substances on, to or at a waste site, treatment site, disposal site or other location after they were produced, generated, used or stored at the Premises; (vi) all Decontamination and Decommissioning Liabilities, except for such Liabilities incurred with respect to STC; (vii) all Assumed Off-Site Disposal Liabilities; (viii) all Liabilities relating to the employment or termination of employment of any employee or Former Employee of the Business or an STC Employee, other than as described in Section 2.3(a)(ix); (ix) all Liabilities, with respect to an STC Employee or employees or Former Employees of the Business, arising under or in connection with the Business as currently or previously conducted any Benefit Plan, other than those Liabilities retained by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure CBS pursuant to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawSection 5.5; (fx) All all Liabilities for Taxes (other than Taxes described in Sections 2.3(b)(ii) and (iii)) attributable to the Business for all taxable periods; (xi) all Liabilities in respect of lawsuits, actions and proceedings, pending or threatened, and claims, whether or not presently asserted, arising out of, relating to or otherwise in any way in respect of the Business, including those that are set forth in Schedules 4.1(e), 4.1(m)(ii) and 4.1(q), except as specifically excluded in Sections 2.3(b)(v) and 2.3(b)(ix), but, in the case of employment-related matters involving employees of the other businesses of CBS, only to the extent they relate to employees or Former Employees of the Business or to STC Employees; (xii) all Liabilities of Sellers or any Sold Subsidiary with respect to any guarantees (including guarantees of performance (including of performance by Purchaser or its Affiliates) under Contracts), assumption of obligations, letters of credit or other similar arrangements established in connection with and in support of the purposes of the Business, including surety and performance bonds, and foreign exchange contracts; (xiii) all Steam Generator Liabilities; (xiv) all Liabilities arising out of, resulting from relating to or otherwise incurred in respect of the Action Settlement Agreements (other than the Steam Generator Settlement Agreements) and any Liabilities, arising out of, relating to or otherwise in any way in respect of uranium or the matters set forth on Section 2.4(f) of the Seller Disclosure in Schedule (the “ANSAC Brazil Matter”1.1(f); (gxv) All accounts payableall Liabilities relating to or associated with STC, trade accounts payable and trade obligations primarily but only to the extent provided in or contemplated by the arrangements described in Section 5.22; (xvi) all Liabilities of Sellers or any Sold Subsidiary with respect to the abatement of asbestos or asbestos-containing products present at the Premises or claims with respect to exposure after the Closing Date to asbestos or asbestos-containing products at the Premises; (xvii) all Indebtedness reflected on the Statement of Net Assets; and (xviii) all Liabilities described in Schedule 2.3(a)(xviii), whether or not related to the Business; and (h) All other Liabilities of the Business that are 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 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 (a) Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, Buyer agrees, effective at the time of the Closing, immediately following the consummation of the Share Saleto assume, Alkali HoldCopay, on behalf of Purchaser, shall assume perform and discharge and perform when due as they become due, all of the following Liabilities of the Seller Parties and their respective Affiliates solely to the extent such Liabilities are required to be satisfied, paid, performed or discharged after the Closing Date (collectively, the “Assumed Liabilities”): (ai) All all Liabilities arising out of or relating toto any product liability, breach of warranty or similar claim for injury to person or property that resulted from the use or misuse of the Product or otherwise related to the Product (including any action, suit, investigation or proceeding relating to any such Liabilities) shipped or sold after the Closing; (ii) except to the extent that they constitute Excluded Liabilities pursuant to Section 2.04(a), all Liabilities arising out of or relating to the return of any Product after the Closing; (iii) all Liabilities arising under the Contracts, except for any Liabilities under a Contract arising from a breach of, or default under, such Contract by Seller prior to the Closing; (iv) except to the extent they constitute Excluded Liabilities pursuant to Section 2.04(a), all other Liabilities of whatever kind and nature, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of, of or in connection with any act relating directly or omission by any Person with respect indirectly to, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed operation of the Business, or the ownership, sale or lease of any of the Transferred Assets, but only to the extent such Liabilities relate to actions, omissions, occurrences or events following the Closing (which, for the avoidance of doubt, shall include any such Liabilities arising out of or relating directly or indirectly to the continuation by Buyer following the Closing of any policies, practices, methods, procedures, conduct or activities of Seller prior to the Closing, for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivBuyer shall be solely responsible); (cv) All all Liabilities agreed arising from or relating to be performed on Buyer’s use of (or after inability to use) the Closing by Purchaser or any member of the Alkali Group Space pursuant to the terms of this Agreement or any of the Ancillary AgreementsSection 5.03; (dvi) All all Liabilities under arising from or relating to Buyer’s use of the Business Employee PlansPromotional Materials included in the Transferred Assets pursuant to Section 5.05; (evii) All all Liabilities first occurring or arising before, on or after to customers under purchase orders made in the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member ordinary course of the Alkali Group or sale and marketing of the Product consistent with past practice for any of their Affiliates or predecessors on any real property with respect to: Product that has not been shipped prior to the Closing; and (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iiiviii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise other Liability listed in respect of the Action set forth on Section 2.4(fSchedule 2.03(a)(viii) of the Seller Disclosure Schedule Schedule. (b) Buyer and the Seller Parties hereby agree to reimburse one another, U.S. dollar for dollar, in the event that (i) any of Seller’s or Buyer’s customers, respectively, or their respective Affiliate’s customers, offset, against accounts payable by such customer to Seller or Buyer or their respective Affiliates, the cost of any Product returned by such customer, or (ii) Seller or Buyer or their respective Affiliates are required to issue a credit for the account of, or reimburse, any customer for returns, in each case which are the responsibility of the other party hereto pursuant to Section 2.03(a)(ii) and Section 2.04(a). Buyer and the Seller Parties hereby agree to, and to cause their respective Affiliates to, provide notice to one another of any such offset, issuance of credit or reimbursement for which such party or its Affiliate is entitled to be reimbursed pursuant to this Section 2.03(b). Payment shall be made promptly following receipt of notice of any such offset by or issuance of a credit to a customer (together with supporting documentation). Following the Closing, Buyer and the Seller Parties shall cooperate to ensure that a customer does not offset returns of any Product against Seller (or any of its Affiliates) and Buyer (or any of its Affiliates). Seller shall promptly reimburse Buyer for the cost of goods associated with any Product constituting Product inventory transferred to Buyer pursuant to Section 2.01(b) that is on consignment to the Department of Veterans Affairs (the “ANSAC Brazil MatterVA”); (g) All accounts payable, trade accounts payable and trade obligations primarily related is returned by the VA after the Closing. Reimbursement of such amount shall be made promptly by Seller to the Business; and (h) All other Liabilities Buyer following receipt of the Business that are 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 reason notice of any actual or alleged breach of any covenant or agreement contained in this Agreement, such Product returned by the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwiseVA (together with supporting documentation).

Assumed Liabilities. On the terms and subject Without prejudice to the satisfaction any claims against or waiver liability of the conditions set forth inSeller arising out of or in connection with any other term of this Agreement or any Ancillary Document, the Buyer shall assume, and in accordance withagree to discharge, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities of the Seller Group set forth in this Section 2.3, in each case, solely to the extent relating to, resulting from, or arising out of or in connection with the Purchased Assets (collectively, the “Assumed Liabilities”and not any Excluded Assets): (a) All all Liabilities relating of the Seller or any of the Seller Group under or with respect to the Assigned Contracts that are required to be performed by a member of the Seller Group following the Closing and do not relate to, arising out result from or arise from (i) any member of the Seller Group’s breach of, default under, or failure to comply with, prior to the Closing, any covenant or obligation (including any payment obligation) in connection any such Assigned Contract or (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure; (b) all Liabilities of the Seller or any act or omission by any Person member of the Seller Group with respect toto any Compound, any Product or any Person’s ownership or operation of, Purchased Asset (other than the Business or the Transferred AssetsAssigned Contracts), in each case, whether fixed or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating in respect of the period from and after the Closing but only to facts, conditions, circumstances, events, actions or omissions occurring prior to, on or the extent such Liabilities arose in respect of the period from and after the Closing, other than ; (c) all obligations of the Excluded Seller or any of the Seller Group under any NDAs constituting Purchased Assets (the “NDA Obligations”); and (d) all Liabilities or Liabilities to the extent for Taxes (i) relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Purchased Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(iiany taxable period (or portion thereof) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or beginning after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, and (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal Buyer’s share of any Hazardous Materials or (iii) any violation of Environmental Law; (f) Conveyance Taxes pursuant to Section 7.4. All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on foregoing Liabilities to be expressly assumed by the Buyer pursuant to this Section 2.4(f) of the Seller Disclosure Schedule (2.3 are referred to herein as the “ANSAC Brazil MatterAssumed Liabilities”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 At the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Applicable Closing, immediately following the consummation Purchaser shall (or shall cause one of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall its designated Affiliates to) assume and agree to pay, honor, discharge and perform in full when due due, and shall, as provided in Article VIII, indemnify and hold the Seller Indemnified Parties harmless from, all of the following Liabilities of any member of the Seller Group, other than any portion thereof that constitutes an Excluded Liability (collectively, the “Assumed Liabilities”): (ai) All 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 the Transferred Real Property Leases, including all Liabilities to the extent arising from or relating to the possession, occupation, operation or maintenance of the real properties subject to the Transferred Real Property Leases, whether such Liabilities relate to conditions that exist before, on, or after the Principal Closing Date; (iii) all Liabilities for allowances, credits or adjustments relating to services provided by the Business to which customers of the Business may be entitled; (iv) all Liabilities arising from or relating to claims or litigation to the extent 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) the other Liabilities expressly assumed by the Purchaser pursuant to Section 5.10 (collectively, the “Assumed Employee Liabilities”); (vi) all Liabilities to the extent relating to the Business or the Transferred Assets arising under Environmental Laws; (vii) all Liabilities to the extent arising out of or relating to any Transferred Personal Property or Transferred Intellectual Property; (viii) all accounts payable of each Selling Entity and each Transferred Entity owed to suppliers and any other third parties to the extent relating to or arising out of the Business; (ix) all other Liabilities to the extent relating to, arising out of, of or otherwise in connection with any act or omission by any Person with way in respect to, or any Person’s ownership or operation of, of the Business or the conduct or operation of the Business and activities related thereto, whether before or after the Principal Closing Date, or the ownership, use or operation of any Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) not presently asserted and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or whether arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the BusinessPrincipal Closing; and (hx) All other all Liabilities of the Business Transferred Entities or their personal or real property or other assets (or the ownership or operation thereof). The Seller and the Purchaser acknowledge and agree that are not the Transferred Entities shall remain liable after the Principal Closing Date for all of their respective Liabilities and such Liabilities shall constitute Assumed Liabilities (except to the extent such Liabilities constitute Excluded Liabilities. The obligations of Purchaser ), and the members of Purchaser shall, as provided in Article VIII, indemnify and hold the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseSeller Indemnified Parties harmless from all such Liabilities.

Assumed Liabilities. On the terms and subject (a) COMPS agrees to the satisfaction or waiver of the conditions set forth inassume, 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 discharge satisfy and perform when due all only those liabilities arising from the liabilities and obligations of the following Liabilities (collectively, Company under the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or Purchased Assets which arise in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Ordinary Course of Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member Date and up to One Hundred Thousand Dollars ($100,000) of the Alkali Group pursuant to the terms of this Agreement or any outstanding subscription liability of the Ancillary Agreements;Business as of the Closing Date (collectively, the "Assumed Liabilities"). (db) All Liabilities under Other than the Business Employee Plans; (e) All Liabilities first occurring Assumed Liabilities, COMPS is not required to, and shall not assume, pay, perform, defend, discharge or guarantee or be deemed to have assumed, paid, performed, defended or discharged or guaranteed, or otherwise be responsible for any Liability, obligation or claim of any nature of the Company or the Business, whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising beforeout of acts or occurrences prior to, on at or after the Closing Date, in connection with date hereof. Without limiting the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member generality of the Alkali Group foregoing, Sellers shall remain liable for the payment of all Liabilities, obligations or any of their Affiliates or predecessors on any real property claims to personnel employed by the Company (the "Company Employees") with respect to: (i) to the Release or threatened Release notice and continuation coverage requirement of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f4980B(e) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable Code and trade obligations primarily related regulations thereunder for all Company Employees whose employment is terminated for whatever reason prior to the Business; and (h) All other Liabilities Closing, for all Company Employees who terminated employment prior to the Closing, payroll, overtime, accrued vacation time, holiday time, severance arrangements or worker's compensation of any nature which are accrued but unpaid as of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members Closing Date or which accrued as a result of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by reason consummation 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 otherwisetransactions contemplated herein.

Assumed Liabilities. On At the Closing, on the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Company shall, effective as of the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and shall agree to satisfy, pay, perform and discharge and perform when due all of the following Liabilities of Seller other than the Retained Liabilities (collectively, the “Assumed Liabilities”):). Without limiting the foregoing, “Assumed Liabilities” includes: (a) All all Liabilities relating to the extent resulting from, related to, arising out of, imposed under or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, pursuant to the conduct of the Business or the Transferred Assets, in each case, whether fixed Table of Contents arising from or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating related to facts, conditions, circumstances, events, actions or omissions occurring any period prior to, on on, or after the Closing, including Liabilities for infringement claims, service obligations and obligations under warranty and other than the Excluded Liabilities or Liabilities claims to the extent relating to to, arising from or incurred in connection with the Excluded conduct of the Business or the Transferred Assets; (b) All all Liabilities for Taxes relating to the extent arising in connection with Actions to the extent resulting from, related to or arising out of the Transferred Assets or any other Assumed Liability, expressly excluding any Actions brought by any securityholder(s) of Seller against Seller and/or its directors or officers (including on a derivative basis) relating to the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)Transactions or otherwise; (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements;all Assumed Employee Liabilities; and (d) All all Liabilities under with respect to all Benefit Plans and all Non-U.S. Benefit Plans, in each case, other than Retained Employee Liabilities. Notwithstanding the foregoing, (i) Seller may determine that one or more Business Subsidiaries other than the Company shall assume and agree to satisfy, pay, perform and discharge when due all or a portion of the Assumed Liabilities, and the Company shall cause such other Business Subsidiary or Business Subsidiaries to assume and agree to satisfy, pay, perform and discharge when due all or a portion of the Assumed Liabilities; provided, that any such change may not, without Purchaser’s prior written consent, be effected if it is or could reasonably be expected to be adverse (as compared to an assumption, agreement to satisfy, payment, performance or discharge by the Company) to the Business Employee Plans; (e) All Liabilities first occurring or arising beforeSubsidiaries, on or after the Closing DateBusiness, in connection with the Business as currently or previously conducted by Seller Purchaser or any of its Affiliates Subsidiaries (including from a Tax perspective or predecessorsotherwise) or the Transactions; provided, any member of further, that if the Alkali Group or any of their Affiliates or predecessors on any real property adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with respect to: (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, Purchaser in advance and (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Assumed Liabilities. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 ” shall not include Liabilities relating to Taxes, which shall be subject to offset or reduction, whether governed exclusively by 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 otherwiseSection 5.5.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver of the conditions and exclusions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and agree to pay, perform and discharge when due, all Liabilities of Parent and perform when due all of the following Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closingits Affiliates, other than the Excluded Liabilities, related to or arising from the Businesses or Purchased Assets (for the avoidance of doubt, all Liabilities of the Transferred Subsidiaries (other than any Excluded Liabilities) shall remain Liabilities of the Transferred Subsidiaries, and shall not become or remain Liabilities of Parent or its Affiliates, as a result of Buyer's acquisition of the Transferred Subsidiaries at the Closing) but only to the extent relating to or arising out of the Excluded AssetsBusinesses or the Purchased Assets (in the case of those Liabilities shared by the Businesses and Parent and its Affiliates, only that portion of such Liabilities of the Businesses attributable to the Businesses shall be assumed hereby) (the "Assumed Liabilities"), including the following: (i) all such Liabilities of the Businesses, whether or not incurred in the ordinary course of business, that are reflected in the Business Financial Statements; (bii) All all such Liabilities for Taxes relating to of the Transferred Assets Businesses, whether or not incurred in the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(iiordinary course of business, explicitly set forth on Sections 3.07(a) (except Items 1, 3, 5 and 6 thereon), 3.10(a)(i), 3.10(a)(ii), 3.10(b), 3.10(c), 3.10(f), 3.10(g), 3.14(a), 3.14(e) and all Liabilities for Taxes for which Purchaser is responsible pursuant to 3.15 (except Item 1 of Section 7.2(iv3.15(a)) of the Seller Disclosure Schedule; (ciii) All all such Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant Businesses that were incurred in the ordinary course of business prior to the terms of this Agreement or any of the Ancillary AgreementsClosing; (div) All all such Liabilities under the Business Employee Plans; and responsibilities (eA) All Liabilities first occurring that are outstanding or arising before, on or after accrued and unsatisfied as of the Closing Date, in connection with the Business under any Subsidiary Plan identified as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth such on Section 2.4(f3.12(a) of the Seller Disclosure Schedule and which are reflected in the Closing Working Capital, or (B) that are assumed by Buyer pursuant to Article VI, whether arising prior to, on, or after the “ANSAC Brazil Matter”)Closing; (gv) All accounts payableall Liabilities arising out of or relating to any claim, trade accounts payable and trade obligations primarily related allegation or assertion that the development, manufacture, marketing, distribution or sale of any products by the Businesses, whether prior to or after the BusinessClosing, infringes or violates any Intellectual Property or other proprietary rights of any third party; and (hvi) All other all such Liabilities of the Business that are not Excluded Liabilities. The obligations Businesses arising out of Purchaser or relating to any of the Assets and the members of Businesses that arise after the Alkali Group under this Section 2.4 shall not be subject Closing Date, including Tax liabilities relating to offset or reduction, whether by 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 otherwisePost-Closing Periods.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions hereof, as of the conditions set forth inClosing, Seller will assign and transfer to Buyer, and Buyer will accept and assume, and thereafter shall fully perform and discharge, on a timely basis and in accordance withwith their respective terms and conditions, this Agreementonly (a) the liabilities, at obligations and commitments of Seller listed on Schedule 1.4. hereto (including the Transferred Contracts) but only to the extent such obligations (i) do not arise from or relate to any breach by Seller of any provision of any of such Transferred Contracts and (ii) do not arise from or relate to any event, circumstance or condition occuring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Transferred Contracts, (b) any warranty obligations of Seller for any In Scope Products sold, by Seller to any customers or distributors prior to Closing, immediately following including but not limited to, those warranty obligations listed in Schedule 1.4 hereto, and (c) the consummation existing software maintenance obligations of Seller listed in Schedule 1.4 with respect to software licensed, by Seller prior to Closing, in connection with any In Scope Product, it being understood, in the Share Salecase of (a) and (b) above, Alkali HoldCo, that Buyer shall perform such warranty or maintenance service obligations on behalf of Purchaser, shall assume and discharge for Seller and perform when due all Buyer will have no direct obligation or liability to Seller’s customers or distributors on account of such warranty or maintance obligations of the following Liabilities Seller or its Affiliates. (collectively, subsections (a), (b), (c) referred to as the “Assumed Liabilities”): (a) All Liabilities relating to). Except for the Assumed Liabilities, arising out ofBuyer is not assuming any liability, obligation or in connection with commitment of any act nature of Seller related to Seller’s or omission by any Person with respect to, its Affiliates’ operations or any Person’s ownership or operation of, sales of the Business or the Transferred 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 In Scope Product prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets Closing date, and any such liability, obligation or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member commitment of the Alkali Group pursuant to the terms Seller or its Affiliates shall be an Excluded Liability. For purposes of this Agreement or any Agreement, all liabilities of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or and any of its Affiliates not expressly listed in the definition of Assumed Liabilities, or predecessors, any member expressly excluded from the definition of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: Assumed Liabilities under subsections (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, and (ii) the off-site storageof this Section 1.4, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the are referred to as “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 Subject to the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following Purchaser or its permitted assignee (pursuant to the consummation terms of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Section 10.3) shall (x) assume and hereby agrees to pay, satisfy, discharge and perform when due all of the following Liabilities of Seller and its Affiliates related to or arising out of the Purchased Assets, the Business, or the Purchased Companies (collectivelyor their Subsidiaries) and (y) cause the Purchased Companies and their Subsidiaries to pay, satisfy, discharge and perform all of their respective Liabilities, in each case of the foregoing clauses (x) and (y), other than the Liabilities identified as Retained Liabilities in clauses (a) through (h) of Section 2.7 (the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred Assets), in each case, whether fixed accruing 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 Closing, including the following (in each case, other than the Excluded Liabilities or identified as Retained Liabilities to the extent in clauses (a) through (h) of Section 2.7): (a) Any and all Liabilities relating to or arising out of the Excluded AssetsBusiness Contracts; (b) All Any and all Liabilities for Taxes arising out of or relating to in any way any past, current or future businesses, operations, products or properties of or associated with the Transferred Purchased Assets (including the Owned Real Property) or the Business (including any businesses, operations, products or properties for which a former, current or future owner or operator of the Purchased Assets or the Assumed Liabilities for which Purchaser is Business may be alleged to be responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(ivas a matter of Law, Contract or otherwise); (c) All Any and all Liabilities agreed with respect to be performed on any return, rebate, discount, credit, recall, repair, customer program or similar Liabilities related to products and services of the Business that were manufactured, serviced or sold on, or prior to or after the Closing by Purchaser Date or any member that were held in the Inventory as of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsClosing Date; (d) All Any and all Liabilities under for death, personal injury, advertising injury, other injury to persons or property damage with respect to any products and services of the Business Employee Plansthat were manufactured, serviced or sold on, or prior to or after the Closing Date or that were held in the Inventory as of the Closing Date; (e) All Any and all Liabilities first occurring relating to or arising out of the ownership, use or conduct of the Business or the Purchased Assets or the Purchased Companies (or their Subsidiaries), whether accruing or arising before, on or after the Closing Date, in connection with the Business whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or Closing Date, including any of their Affiliates or predecessors on any real property with and all Liabilities in respect to: (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawProceedings related thereto; (f) All Any and all Liabilities arising out of, resulting from or otherwise (i) in respect of or relating to Business Employees arising after the Action set forth Closing, except those arising out of or resulting from Seller’s transfer of Business Employees to the Purchased Companies whether before or after the Closing Date, or (ii) assumed by Purchaser pursuant to Section 5.6; (g) Any and all Liabilities of the Purchased Companies or their Subsidiaries, including any Indebtedness of the Purchased Companies or their Subsidiaries; (h) Any and all Liabilities for which Purchaser or its Affiliates expressly has responsibility pursuant to this Agreement; (i) Any and all accounts payable and other Liabilities included in the calculation of the Closing Working Capital; (j) All other Liabilities identified on Section 2.4(f2.6(j) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)Schedules; (gk) All accounts payableOther than any Retained Liabilities, trade accounts payable any and trade obligations primarily related all Liabilities relating to or arising out of the Business, accruing or arising prior to, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted; and (hl) All other any Transfer Taxes for which Purchaser is responsible pursuant to Section 6.6. With respect to Assumed Liabilities that are Liabilities of the Business that are not Excluded Purchased Companies and their Subsidiaries, Purchaser shall cause the Purchased Companies and their Subsidiaries to pay, satisfy, discharge and perform all of such Liabilities. The obligations of , and, except as provided herein, Purchaser and the members of the Alkali Group under this Section 2.4 shall not be subject required to offset or reductionseparately and additionally assume any such Liabilities of the Purchased Companies and their Subsidiaries other than through causing such payment, whether by reason satisfaction, discharge and performance. The Parties acknowledge and agree that a single Liability may fall within more than one of any actual or alleged breach of any covenant or agreement contained clauses (a) through (l) in this Agreement, the Ancillary Agreements Section 2.6; such fact does not imply that (x) such Liability shall be transferred more than once or (y) any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwiseduplication of such Liability is required.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth in, 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 discharge and perform when due all of the following Liabilities (collectively, the “Assumed Liabilities”):EXCLUDED LIABILITIES. (a) All Upon the terms and conditions contained herein, and subject to Section 2.3(b), at and from the Closing Buyer shall assume only those Liabilities relating to, arising out of, set forth on SCHEDULE 2.3(a); provided that any Liability or in connection obligation for payments with respect to or any breach thereof (whether resulting from any act or omission by any Person with respect omission) arising or occurring on or prior to the Closing shall be excluded unless specifically so stated to the contrary on SCHEDULE 2.3(a). The Liabilities specified in this Section 2.3(a) (subject to Section 2.3(b)) are referred to, collectively, herein as the "ASSUMED LIABILITIES." Obligations that arise on or after the Closing under the Contracts listed on SCHEDULE 4.7(a)(i) relating to the Business shall be considered to be Liabilities listed on SCHEDULE 2.3(a). (b) Notwithstanding any Person’s ownership or operation ofprovision of this Agreement, the Business Assumed Liabilities shall not include, Buyer shall not assume or be responsible for, and Seller shall retain and be fully responsible for, and shall fully discharge and perform, any and all Liabilities that are not specifically included in Assumed Liabilities pursuant to Section 2.3(a), including, without limitation, the Transferred Assets, in each casefollowing Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, xxxxxx or inchoate, direct or indirect: (i) any and all Liabilities of Seller to or in respect of any employee or former employee of Seller (or any Affiliate thereof) including, without limitation, any Liability under, arising out of or relating to (A) any employment agreement, whether or not written, between Seller and any person (including, without limitation, those letters and agreements set forth on SCHEDULE 4.7(a)(v)), (B) any claim by Law any current or former employee, independent contractor consultant or other person with respect to any amounts of unpaid or underpaid sales commissions, (C) any collective bargaining agreement to which Seller is a party or by Contract which it is bound ("COLLECTIVE BARGAINING Agreement"), (D) any claim of unfair labor practice or otherwiseworker's compensation law or regulation or under any federal or state employment discrimination law or regulation, relating to facts, conditions, circumstances, events, actions or omissions occurring prior to, the basis for which shall have arisen on or after the Closing, other than the Excluded Liabilities or Liabilities prior to the extent relating to the Excluded AssetsClosing Date and (E) any Employee Plan; (bii) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) any and all Liabilities for Taxes for which Purchaser is responsible pursuant of Seller arising from any injury to Section 7.2(iv); (c) All Liabilities agreed or death of any person or damage to be or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller or any other person or entity on or after the Closing by Purchaser or any member of the Alkali Group pursuant prior to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or ; (iii) any violation and all Liabilities of Environmental LawSeller arising out of or related to any Action against Seller or any Action which adversely affects the Lottery Assets and which shall have been asserted on or prior to the Closing Date or the basis of which shall have arisen on or prior to the Closing Date; (fiv) All any and all Liabilities of Seller with respect to any Tax; (v) any and all Liabilities of Seller arising out of, resulting from or otherwise in respect relating to the execution, delivery and performance of this Agreement and the consummation of the Action set forth on Section 2.4(ftransactions contemplated hereby, (including, without limitation, (A) any and all Liabilities of Seller pursuant to Article IX hereof and (B) any and all Liabilities of Seller arising out of its failure to perform its covenants and agreements contained herein or incurred by it in connection with the consummation of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”transactions contemplated hereby); (gvi) All accounts payableany and all Liabilities of Seller arising out of, trade accounts payable resulting from or relating to any Former Facility; (vii) any and trade obligations primarily related all Liabilities of Seller for Environmental Claims arising out of, resulting from or relating to acts or omissions of Seller prior to the BusinessClosing (including, without limitation, with respect to the Facilities); (viii) any and all Liabilities of Seller arising out of, resulting from or relating to acts or omissions of Seller after the Closing; (ix) all expenses of Seller (including, without limitation, all fees and expenses of its attorneys and other Representatives and all fees, costs and expenses agreed to be paid by Seller under Section 10.11(a)) incurred in connection with this Agreement and the transactions contemplated hereby; (x) all brokerage fees, finder's fees and similar fees payable by Seller in connection with this Agreement and the transactions contemplated hereby; (xi) any and all Liabilities of Seller under, arising out of or relating to those Contracts, Leases, Permits and other commitments not assumed by Buyer pursuant to Section 2.3(a); (xii) any and all Liabilities of Seller arising out of or relating to the Retained Assets; (xiii) any and all Liabilities of Seller set forth on part (b) of SCHEDULE 2.3; (xiv) any and all Liabilities of Seller arising as a result of or relating to violations of law; (xv) any and all Liabilities of Seller to any Affiliate of Seller; and (hxvi) All other any and all Liabilities of for liquidated damages, assessments or similar penalties under the Business that are not Excluded LiabilitiesContracts based on Seller's actions or omissions prior to the Closing. The obligations of Purchaser and the members of the Alkali Group under Liabilities excluded from Assumed Liabilities pursuant to this Section 2.4 shall not be subject 2.3(b) are referred to offset or reduction, whether by reason of any actual or alleged breach of any covenant or agreement contained in this Agreement, herein as the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise"EXCLUDED LIABILITIES."

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of Purchaser shall assume from the Share SaleSeller (and thereafter pay, Alkali HoldCoperform, on behalf of discharge when due, and otherwise satisfy in accordance with their respective terms), and the Seller shall irrevocably convey, transfer and assign to the Purchaser, shall assume and discharge and perform when due all of the following Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating that relate to, arising arise out of, of or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, are attributable to the Business or the Transferred ownership or operation of the Purchased Assets, in each case, regardless of 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 such Liabilities arose prior to, on or after the Closing, other than the Excluded Liabilities or Liabilities (collectively, the “Assumed Liabilities”). Notwithstanding anything to the extent relating contrary set forth herein, the Assumed Liabilities shall include all Liabilities (other than Excluded Liabilities) arising from, related to or that are attributable to: (a) any condition, event, circumstance, activity, practice, incident, action or omission existing or occurring prior to or after Closing on or under or attributable to the Excluded AssetsPurchased Assets or the Business that has resulted or may result in any Environmental Action; (b) All Liabilities the use, storage, disposal or treatment, or the transportation for Taxes relating storage, disposal or treatment, of Hazardous Materials prior to or after the Transferred Closing on or under or attributable to, the Purchased Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)Business; (c) All Liabilities agreed the presence or Release of any Hazardous Materials on or under the Purchased Assets prior to be performed on or after the Closing by Purchaser or Closing, including any member Liabilities associated with the exposure of any Person to Hazardous Materials as a result of the Alkali Group pursuant to the terms of this Agreement or any operation of the Ancillary AgreementsBusiness or the Purchased Assets; (d) All Liabilities violations of or other impositions of Liability under Law, including Environmental Laws, attributable to the Purchased Assets or the Business Employee Plansafter the Closing; (e) All Liabilities first occurring Assigned Contracts, Assigned Licenses, the Real Property Leases or arising beforethe Assigned Easements; (f) any Business Employee or former employee or independent contractor who is or was employed by, on provides or after provided services to the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates in connection with the Business and whose services are or predecessorswere primarily related to the Business, including, without limitation, wages, salaries, federal withholding and social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs and accrued vacation, in any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure way relating to any Hazardous Materials events occurring on or emanating from any real propertyprior to the Closing, other than the Pre-Closing Wages/Vacation (ii) the off-site storagecollectively, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil MatterEmployee Liabilities”); (g) All accounts payable, trade accounts payable and trade obligations primarily related Claims that pertain to the Businessownership, operation or conduct of the Business or the Purchased Assets, arising from any acts, omissions, events, conditions, activities, practices, incidents or circumstances occurring on or before Closing or relating to or attributable to the period ending on or before the Closing; and (h) All other Liabilities of the Business that are not Excluded Liabilitiesitems listed on Schedule 1.3(h). The obligations of Purchaser Parties acknowledge and agree that, as between the Seller and the members Purchaser (for purposes of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any covenant or agreement contained in this Agreement, including Article V), the Ancillary Agreements Assumed Liabilities include Liabilities arising from, related to or that are attributable to the Assigned Contracts, the Real Property Leases, the Assigned Easements or the Assigned Licenses, even if the express terms of any Assigned Contracts, the Real Property Leases, the Assigned Easements or the Assigned Licenses or any other agreement assignment agreements or document delivered Third Party Consents executed in connection herewith with Closing, state that the Seller remains liable, responsible or therewith obligated for any such Assumed Liabilities. Liabilities arising from, related to or any right that are attributable to indemnification hereunder or otherwiseclauses (a), (b), (c), with respect to Environmental Laws, clause (d) above, are collectively referred to herein as “Environmental Liabilities.”

Assumed Liabilities. On In accordance with the terms and subject to the satisfaction or waiver provisions of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall Purchaser will assume and pay or perform and discharge and perform when due all of the following Liabilities of the Seller Group to the extent relating to the Purchased Assets, whether arising at or following the Closing, in each case other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating toany Liability for (i) any Taxes assessed against the Seller Group for any Post-Closing Tax Period, arising out of, or including the portion of any Straddle Period beginning on the day after the Closing Date (as determined in connection accordance with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred AssetsSection 6.2), 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to such Tax Liability arises from or is imposed with respect to, the Excluded AssetsPurchased Assets or the operation of the Business for any Post-Closing Tax Period. and (ii) Transfer Taxes for which the Purchaser is responsible under Section 6.1; (b) All all Liabilities for Taxes relating of the Seller Group arising on or following the Closing under the Included Contracts, but only to the Transferred Assets extent such obligations, (i) do not arise from or relate to any breach by any member of the Assumed Liabilities for which Purchaser is responsible pursuant Seller Group of any such Included Contract, (ii) do not arise from or relate to Section 7.2(iiany event, circumstance or condition occurring or existing prior to the Closing that, with or without notice or lapse of time or both, would constitute or result in a breach by any member of the Seller Group of any Included Contract, and (iii) and all Liabilities for Taxes for which Purchaser is responsible pursuant do not arise from any violation of Law, breach of warranty, tort or infringement occurring prior to Section 7.2(iv)the Closing; (c) All all Liabilities agreed to be performed on incurred or after the Closing by Purchaser or any member asserted as a result of the Alkali Group pursuant to the terms of this Agreement Seller’s or any of its Affiliates’ post-Closing direct or indirect ownership, management or operation of any Purchased Assets for the Ancillary Agreementsbenefit of the Purchaser under Section 2.8(b); (d) All all Liabilities under relating to the Business Employee PlansPurchaser Group’s employment of Transferred Employees with respect to the period following the Closing; (e) All all Liabilities first occurring assumed by the Purchaser pursuant to ARTICLE 7; and (f) all other Liabilities arising out of, relating to or incurred in connection with the Business or the Purchased Assets, solely to the extent arising beforeat or following the Closing, on or including (i) the operation of the Business after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, and (ii) any other condition arising on or following the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in Closing Date with respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 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 otherwisePurchased Assets.

Assumed Liabilities. On At the Closing, on the terms and subject to the satisfaction or waiver conditions hereof and subject to the approval of the conditions set forth inBankruptcy Court pursuant to Sections 105, 363 and in accordance with, this Agreement, at the Closing, immediately following the consummation 365 of the Share SaleBankruptcy Code, Alkali HoldCo, on behalf of Purchaser, the Purchaser shall assume and discharge pay, perform or otherwise discharge, in accordance with their respective terms and perform when due all of subject to the respective conditions thereof, only the following Liabilities of the Seller (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or all Assumed Rebates and amounts owing 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assetsthereof; (b) All Liabilities for Taxes relating all credits and allowances verified and processed after the Effective Time that arise out of or relate to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) return of any Products, and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)amounts owing in respect thereof; (c) All Liabilities agreed all quantity and trade discounts given by the Purchaser with regard to be performed on or after Product sold following the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsEffective Time; (d) All Liabilities under all chargebacks and co-pay vouchers and checks processed after the Business Employee PlansEffective Time that relate to any Product, and all amounts owing in respect thereof; (e) All all royalty Liabilities first occurring or arising before, accrued on or after April 1, 2010 that the Closing Date, Seller owes under the Lilly Agreement in connection with the Business as currently or previously conducted by Seller or any respect of its Affiliates or predecessors, any member sales of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: Keflex Product (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law“Assumed Keflex Royalty Liabilities”); (f) All all Liabilities resulting from, relating to, or arising out of, resulting from of tort or otherwise in other product liability Claims arising with respect of to the Action set forth on Section 2.4(f) of Purchased Assets or the Seller Disclosure Schedule (use thereof after the “ANSAC Brazil Matter”)Effective Time; (g) All accounts payableany Liability under any Assumed Contract, trade accounts payable purchase order or sales order in respect of services rendered, Products sold or other events or circumstances occurring or existing after the Effective Time; (h) all amounts specified, and trade obligations primarily related only to the Businessextent specified, in Schedule 1.3(h) (the “Purchaser Cure Amounts”), which are payable pursuant to Section 365(b)(1)(A) or (B) of the Bankruptcy Code, in order to effectuate, in whole or in part, the Seller’s assumption and assignment to the Purchaser of certain Assumed Contracts under the Approval Order, in each case to the extent not paid by the Seller prior to Closing in the Seller’s sole discretion; and (hi) All any other Liability specified, and only to the extent specified, in Schedule 1.3(i); provided, however, that the Purchaser does not assume and does not agree to pay, discharge or perform any such Liabilities of to the Business extent that they are not specified as 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 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 Upon the terms and subject to the satisfaction or waiver of the conditions set forth inin this Agreement (including, and in accordance withwithout limitation, this AgreementBuyer’s rights to indemnification under Article VIII), at the Closing, immediately following the consummation of the Share SaleBuyer shall assume, Alkali HoldCopay, on behalf of Purchasersatisfy, shall assume perform and discharge and perform when due all of the following Liabilities of the Seller and the Companies, excluding only the Excluded Liabilities, (collectively, the “Assumed Liabilities”): (a) All all Environmental Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, to the Business or Companies and the Transferred Company 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on before or after the Closing Date, in connection with the Business as currently including those Environmental Liabilities that arise out of or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: relate to (i) the Release or threatened Release Company Permits, including such Liabilities thereunder arising out of or exposure relating to any Hazardous Materials on all reclamation and post-mining Liabilities at or emanating from any real propertyrelating to the Company Assets, (ii) any mine operating or safety compliance matters related to the off-site storagecondition of the Company Assets, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) compliance with Environmental Laws related to the Companies or the Company Assets; (iv) any violation conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, Hazardous Materials claimed to be from the operation of Environmental Lawthe Companies or the Company Assets; and (v) the items set forth in Section 1.03(a) of the Disclosure Schedules; (b) all Liabilities of any kind or character claimed to be from or arising out of or in connection with Buyer’s use, operation, possession or ownership of or interest in the Companies or the Company Assets, including all Liabilities related to the employees (identified in Section 3.13(a)(i) of the Disclosure Schedules), in each case, following the Closing; (c) any reclamation or response actions (removal or remedial actions) arising out of or relating to the Company Assets, whether arising before or after Closing; (d) all Liabilities arising under the Consent Decrees related to the Company Assets, whether arising before or after Closing; (e) all Transfer Taxes and Property Taxes for which Buyer is responsible pursuant to Sections 5.06(b) and (c), respectively; (f) All all Liabilities of Companies, Seller and their Affiliates, arising under the UMWA Agreements, and Buyer expressly agrees to assume all duties and obligations arising under the UMWA Agreements, whether directly or indirectly, whether arising before or after Closing, except for monetary Liabilities owed to employees related to employee grievances filed prior to the Closing Date and arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)UMWA Agreements; (g) All accounts payableall Liabilities under any NOVs whether issued before or after the Closing Date, trade accounts payable except for fines and trade obligations primarily related penalties associated with NOVs issued prior to the BusinessClosing Date; (h) all Liabilities on the Balance Sheet other than those Liabilities identified as remaining with Seller, including, for the avoidance of doubt, Liabilities for accrued floating pay, graduated pay, and personal leave for employees under the UMWA Agreements as represented on the Balance Sheet; and (hi) All all other Liabilities (including, but not limited to, Environmental Liabilities, Workers Compensation Liabilities and Black Lung Liabilities) of the Business that are not Companies, excluding only the 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 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 Upon the terms and subject to the satisfaction or waiver conditions ------------------- of this Agreement and notwithstanding anything to the conditions set forth in, and contrary in accordance with, this any Novation Agreement, at Purchaser hereby agrees to assume, effective as of the Closing, immediately following the consummation of the Share Saleand agrees to pay, Alkali HoldCo, on behalf of Purchaser, shall assume perform and discharge and perform when due all Liabilities of Sellers (except Excluded Liabilities) only to the following Liabilities (collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, extent arising out of, relating to or otherwise incurred in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation ofof the Acquired Assets, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member operations of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing DateDate (collectively, the "Assumed Liabilities"), including (except Excluded Liabilities): ------------------- (i) all Liabilities of Sellers under Contracts, including all Government Contracts and any related guarantees and Novation Agreements and the Contracts set forth in Schedule 2.3(a)(i) or any other Schedule hereto; (ii) all accounts payable owed by Sellers arising out of operations of the Business or otherwise incurred in respect of the Business; (iii) all Liabilities in respect of any and all products sold or licensed, services rendered or technology or intellectual property provided or licensed by the Business, including Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and product liability and other claims; (iv) all Liabilities (other than Environmental Liabilities and Decontamination and Decommissioning Liabilities) arising as a result of being the owner or occupant of, or the operator of the activities conducted at, (A) the Premises or (B) any other real property owned, leased or operated at any time by any of Sellers and used or held for use primarily in the Business, including (in the case of clause (A) only) all Liabilities relating to personal injury and property damage; (v) all Business-Related Environmental Liabilities but only to the extent that (A) they arise as a result of being the owner or occupant of, or the operator of the activities conducted at, the Premises or any other property owned or controlled by a Governmental Authority where the Business performs or has performed Government Contracts or (B) they relate to the treatment, storage, transportation or disposal of Hazardous Substances on, to or at a waste site, treatment site, disposal site or other location after they were produced, generated, used or stored at the Premises or any other property owned by a Governmental Authority where the Business performs or has performed Government Contracts; (vi) (A) all Decontamination and Decommissioning Liabilities and (B) all Assumed Off-Site Disposal Liabilities; (vii) all Liabilities relating to the employment or termination of employment of any employee or Former Employee of the Business, other than as described in Section 2.3(a)(viii); (viii) all Liabilities with respect to employees or Former Employees of the Business arising under or in connection with the Business as currently or previously conducted any Benefit Plan, other than those Liabilities retained by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure CBS pursuant to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawSection 5.5; (fix) All all Liabilities for Taxes (other than Taxes described in Sections 2.3(b)(ii) and (iii)) attributable to the Business for all taxable periods; (x) all Liabilities in respect of lawsuits, actions and proceedings, pending or threatened, and claims, whether or not presently asserted, arising out of, resulting from relating to or otherwise in any way in respect of the Action Business, including those that are set forth on Section 2.4(fin Schedules 4.1(e), 4.1(m)(ii) and 4.1(q), except as specifically excluded in Sections 2.3(b)(v) and 2.3(b)(ix), but, in the case of employment related matters involving employees of other businesses of CBS, only to the extent they relate to employees or Former Employees of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)Business; (gxi) All accounts payableall Liabilities of Sellers or any Sold Subsidiary with respect to any guarantees (including guarantees of performance (including of performance by Purchaser or its Affiliates) under Contracts), trade accounts payable assumption of obligations, letters of credit or other similar arrangements established in connection with and trade obligations primarily in support of the purposes of the Business, including surety and performance bonds, and foreign exchange contracts; (xii) all Liabilities of Sellers or any Sold Subsidiary with respect to the abatement of asbestos or asbestos-containing products present at the Premises or claims with respect to exposure after the Closing Date to asbestos or asbestos-containing products at the Premises; (xiii) all Indebtedness reflected on the Statement of Net Assets; and (xiv) all Liabilities described on Schedule 2.3(a)(xiv), whether or not related to the Business; and (h) All other Liabilities of the Business that are 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 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 At the Closing, subject to and upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and contained in accordance with, this Agreement, at (i) the ClosingCompany and RWD UK, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaserrespectively, shall assume assign, transfer, convey and discharge deliver to GP US and perform when due all of GP UK, respectively, (ii) RWD Canada shall assign, transfer, convey and deliver to GP US, and (iii) GP US and GP UK, respectively, shall assume, acquire and accept from the Company, RWD UK and RWD Canada, as applicable, the following Liabilities (collectively, the “Assumed Liabilities”): (ai) All any obligations of the Company, RWD UK and RWD Canada, respectively, to furnish goods and services or other non-Cash benefits to be performed after the Closing under the Assumed Contracts (but not including any Liabilities relating toof one or more of the Company, RWD UK and RWD Canada, respectively, or their Affiliates in respect of any period prior to Closing or in respect of goods sold or services provided or to have been provided prior to the Closing); (ii) any obligations of the Company and RWD UK to pay for goods and services and other non-Cash benefits that another party will furnish after the Closing (but not including any Liabilities of one or more of the Company and RWD UK, respectively, or their Affiliates in respect of any period prior to Closing or in respect of goods purchased or services provided or to have been provided prior to the Closing) under (x) the Assumed Contracts, or (y) any other contract for service to the extent that the goods or services are related to the Business or used by Transferred Employees and such Liabilities do not exceed One Hundred Thousand Dollars ($100,000) in the aggregate (for the avoidance of doubt, any Liabilities pursuant to this Section 2.03(a)(ii)(x) in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, together with other Liabilities pursuant to this Section 2.03(a)(ii)(x), shall be Excluded Liabilities); (iii) any Liabilities arising out ofof or relating to furnishing goods and providing services or other non-Cash benefits after the Closing under the Assumed Contracts (but not including any Liabilities of one or more of the Company, RWD UK and RWD Canada, respectively, or their Affiliates in connection with respect of any act period prior to Closing or omission by in respect of goods sold or services provided or to have been provided prior to the Closing); (iv) any Person with respect to, Liabilities arising out of or any Person’s ownership or relating to the operation of, of the Business or the Transferred 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 ownership of the Closing, other than the Excluded Liabilities or Liabilities Acquired Assets to the extent relating the facts giving rise to such Liability occur after the Closing and, subject to Section 9.04 hereof, any Liabilities arising from the application of the TUPE Regulations to the Excluded Assetstransactions contemplated by this Agreement; (bv) All any Liabilities for Taxes arising out of or relating to the Buyers’ termination of employment of any Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant Personnel to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: extent (i) the Release or threatened Release of or exposure facts giving rise to any Hazardous Materials on or emanating from any real property, such Liability occur after the Closing and (ii) such Liabilities are not of a type covered by the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawSpecial Escrow Agreement; (fvi) All any Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related Business to the Businessextent specifically included in the calculation of Final Working Capital under Article 3; and (hvii) All other any payroll Liabilities of relating to Transferred Employees , including, without limitation, commissions owed to employees and consultants and Liabilities for unused, accrued paid time off balances for Transferred Employees to the Business that are not Excluded Liabilities. The obligations of Purchaser and extent accrued on the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by reason of Closing Balance Sheet (but excluding 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 otherwisecompensatory time off).

Assumed Liabilities. On the terms and subject to the satisfaction or waiver In further consideration of the conditions transfers contemplated hereby, Purchaser shall assume, effective as of the Closing Date, and shall satisfy or perform as they come due, the liabilities and obligations of SAS set forth in, 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 discharge and perform when due all of the following Liabilities Schedule 1.3 (collectively, the “Assumed Liabilities”):). Any and all Liens relating to the Assumed Liabilities are set forth on Schedule 1.3. Except for the Assumed Liabilities, Purchaser will not assume or become liable for, and shall not be deemed to have assumed or have become liable for, any debts, liabilities or obligations of SAS, or have any responsibility of any nature whatsoever of SAS relating to its business (including the Business) or properties, whether accrued or contingent, known or unknown, disclosed or undisclosed, due or to become due, liquidated or unliquidated, arising by operation of law or otherwise. For illustration, but not in limitation, the following liabilities shall not be Assumed Liabilities: (a) All Liabilities relating toany obligation of SAS, arising out ofSAI or their respective Affiliates to its or their officers or employees for compensation, bonuses, severance, termination or in connection with any act WARN or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assetssimilar benefits; (b) All Liabilities for Taxes any obligation arising under or related to any pension, retirement, vacation, insurance including, without limitation, COBRA, option or other form of benefit plan of SAS, SAI or their respective Affiliates or relating to the Transferred Assets SAS’s, SAI’s or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv)their respective Affiliates’ employees; (c) All Liabilities agreed any obligation of SAS, SAI or their respective Affiliates with respect to be performed any taxes due, accrued or relating to a time on or after prior to the Closing by Purchaser Date or any member of the Alkali Group pursuant to the terms of resulting from this Agreement or any of the Ancillary Agreementstransactions contemplated by this Agreement; (d) All Liabilities any obligation of SAS, SAI or their respective Affiliates arising under the Business Employee Plansany arbitration, litigation, or administrative or other Action, whether or not disclosed in this Agreement; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release of or exposure obligation due to any Hazardous Materials on shareholder, member, director, manager or emanating from any real propertyofficer of SAS, (ii) the off-site storage, treatment, recycling, transportation, disposal SAI or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Lawtheir respective Affiliates; (f) All Liabilities any obligations of SAS, SAI or their respective Affiliates arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”)under any employment agreements; (g) All accounts payableany obligations of SAS, trade accounts payable and trade obligations primarily SAI or their respective Affiliates as a licensee under any license that will not be assigned to Purchaser pursuant to this Agreement; (h) any liability of SAS, SAI or their respective Affiliates created by this Agreement or with respect to any profit or gain of SAS or its Affiliates derived or resulting from the transactions contemplated by this Agreement; (i) any liability or obligation related to the Wholesale Monitoring Business, except as provided under the Transition Services Agreement; and (hj) All any and all other Liabilities liabilities and obligations, other than the Assumed Liabilities, of the Business that are 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 SAS, SAI or reduction, whether by 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 otherwisetheir respective Affiliates.

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and thereafter pay, perform and discharge and perform when due all of due, the following Liabilities (collectively, the “"Assumed Liabilities”"): (a) All all Liabilities of Seller which are (i) reflected on the Closing Statement of Assets and Liabilities as finally determined in accordance with Section 4.2 or (ii) expressly assumed by Buyer under the terms of this Agreement; (b) all Liabilities of Seller under the Business Contracts, Business Governmental Authorizations and Business Intellectual Property; (c) all Liabilities arising from claims relating to, arising out ofto warranty obligations or services, or claims of manufacturing or design defects (but excluding product liability claims), with respect to any product or service produced, sold or provided by Seller or Buyer in connection with any act the operation of the Business; provided, however, that the aggregate Liabilities arising from products or omission services produced, sold or provided by any Person with respect toSeller that are assumed by Buyer pursuant to this Section 2.3(c) shall not exceed 150% of the Liabilities reserved for claims relating to warranty obligations or services, or any Person’s ownership claims of manufacturing or operation of, the Business or the Transferred Assetsdesign defects, 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member Statement of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsAssets and Liabilities; (d) All all Liabilities under for product liability claims arising from any product or service produced, imported, sold or provided by Buyer after the Business Employee PlansClosing; (e) All all Liabilities first occurring for infringement claims arising from any product or arising beforeservice produced, on imported, offered for sale, sold or provided by Buyer after the Closing DateClosing; (f) all Liabilities for rebates, in connection with price adjustments, adjustments to accounts payable, future delivery obligations, discounts or promotions to the Business extent relating primarily or exclusively to Seller's operation of the Business; provided, however, that the aggregate Liabilities arising from rebates, price adjustments, adjustments to accounts payable, discounts or promotions as currently or previously conducted a result of commitments made by Seller or any of its Affiliates or predecessors, any member prior to the Closing that are assumed by Buyer pursuant to this Section 2.3(f) shall not exceed 100% of the Alkali Group or any Liabilities reserved for such items on the Closing Statement of their Affiliates or predecessors on any real property with respect to: Assets and Liabilities; (g) subject to the provisions of Section 9.3, all Liabilities arising out of (i) the Release any Environmental Claim, or threatened Release of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal any Release of any Hazardous Materials Materials, or (iii) any violation of Environmental Law, in each case only to the extent arising out of or relating to the operation of the Business or Seller's or Buyer's leasing, ownership or operation of the Assets or the Facilities; (fh) All all Liabilities under any employment, severance, retention, or termination agreement existing at the Closing and specified on Schedule 2.3(h) with any Business Employee, to the extent accruing after the Closing or arising out of or in connection with the termination of any such Business Employee after the Closing; (i) all Liabilities arising out ofof or relating to any employment-related claim of any Transferred Employee filed after the Closing; (j) all Liabilities accruing on or before the Closing that are reflected and reserved for on the Closing Statement of Assets and Liabilities and all Liabilities accruing after the Closing, resulting from in each case relating to payroll, vacation and sick pay for the Transferred Employees; (k) all Liabilities for or otherwise in respect of Taxes in connection with the operation of the Business or in respect of the Action set forth on Assets (i) that are the responsibility of Buyer pursuant to Section 2.4(f4.3(c) of or Section 4.4(a) or (ii) arising after the Seller Disclosure Schedule (Closing with respect to periods after the “ANSAC Brazil Matter”)Closing; (gl) All accounts payable, trade accounts payable and trade obligations primarily related all Liabilities relating to any claim filed after the Closing relating to the BusinessBusiness and arising out of or relating to the Occupational, Safety and Health Act of 1970 and any regulations, decisions or orders promulgated thereunder ("OSHA"), including, without limitation, any state or local law, regulation or ordinance pertaining to worker, employee or occupational safety or health in effect as of the Closing Date or as thereinafter may be amended or superseded; and (hm) All other all Liabilities relating to Buyer's ownership or use of the Assets or the conduct of the Business that are not Excluded Liabilities. The obligations of Purchaser and after the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseClosing.

Assumed Liabilities. On Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, including Section 2.15, Buyer agrees, effective at the ClosingEffective Time, immediately following the consummation to assume all Liabilities of Seller or any of the Share SaleRetained Subsidiaries primarily relating to or arising out of the Transferred Assets or the Business (as currently or formerly conducted) as they exist at the Effective Time, Alkali HoldCoexcept for the Excluded Liabilities, on behalf of Purchaser, shall assume and discharge and perform when due all of including the following Liabilities of Seller or any of the Retained Subsidiaries (collectively, collectively the “Assumed Liabilities”): (a) All 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 of Buyer or any Transferred Subsidiary under this Agreement or any other Transaction Document; (f) all Assumed Environmental Liabilities; (g) all Liabilities (x) 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 act Business Benefit Plan that is not a Transferred Subsidiary Benefit Plan or omission by an Assumed Plan, except as otherwise expressly provided herein); (i) all Liabilities or obligations arising out of any Person with respect to, Action primarily relating to or any Person’s ownership or operation of, arising out of the Business or the Transferred Assets; and (j) all Liabilities or obligations arising under any contract or agreement (including all ancillary documents or agreements related thereto) governing the purchase or sale of any business that forms a part of the Business (whether by merger, in each case, whether fixed sale or contingent, matured purchase of securities or unmatured, arising by Law or by Contract assets or otherwise, relating ). Buyer may not offset against its obligation to facts, conditions, circumstances, events, actions pay or omissions occurring prior to, on perform any Assumed Liability any amounts owed or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed alleged to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant owed to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted Buyer by Seller or any of its Affiliates or predecessors, any member of on the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal basis of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are 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 reason of any actual breach or alleged breach of any representation, warranty or covenant or agreement contained in this Agreement, the Ancillary Agreements or any other agreement or document delivered in connection herewith or therewith Transaction Documents or any right to indemnification hereunder or otherwise, it being agreed that the foregoing is a limitation on the right of offset only and shall not in any way limit any other remedy that Buyer may have for any such breach or any such right to indemnification.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver As of the conditions set forth inClosing Date, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and be obligated to pay, perform and discharge and perform when due all each of the following Liabilities liabilities (collectively, the “"Assumed Liabilities”"): (ai) All Liabilities relating toall obligations, responsibilities, liabilities, costs and expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether based in common law or statute or arising under written contract or otherwise, known or unknown, liquidated or unliquidated, real or potential, tangible or intangible, whether or not accrued, caused by, arising out of, or incurred in connection with or relating in any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or the Transferred 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 Closing, other than the Excluded Liabilities or Liabilities way to the extent relating to ownership of the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Purchased Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv);operation of the Senior Living Assets as follows: (cA) All Liabilities agreed to be performed on Buyer shall assume all obligations, responsibilities, costs and expenses arising out of, incurred in connection with, or after the Closing by Purchaser or relating in any member of the Alkali Group pursuant to the terms of this Agreement or way to, any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, following for all periods on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: : (i1) the Release or threatened Release Facilities, the Real Property (excluding existing mortgage indebtedness of or exposure to any Hazardous Materials Seller, all of which shall be paid and discharged in full on or emanating from any real propertyprior to the Closing Date, (ii) other than the off-site storageFirst HUD Loan and the Second HUD Loan), treatmentand the Tangible Personal Property, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth including those listed on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”7(g); (g2) All accounts payablethe First HUD Loan and the Second HUD Loan; provided, trade that Buyer shall not assume the First HUD Loan and the Second HUD Loan until the closing with respect to the HUD Facility; (3) all of the agreements, contracts, leases, permits or similar instruments, including the Ground Leases, Resident Agreements and Facilities Agreements, easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (4) the Permits; (5) all accounts payable and trade obligations primarily accrued liabilities relating to goods and/or services provided to the Senior Living Assets ("Accounts Payable"); (6) the Transferred Employees; (7) the accrued vacation related to Transferred Employees as set forth in Section 11(d); (8) all claims, actions, grievances, arbitrations, suits, liabilities, obligations, proceedings and investigations of, relating to or arising out of the Businessbusiness or operations of the Senior Living Assets or any of the Purchased Assets to the extent the same are related to occurrences on and after the Closing Date; and (h) All other Liabilities of the Business that are 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 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 the terms and subject to the satisfaction or waiver of the conditions set forth inin this Agreement and subject to the exclusions set forth in Section 2.02(d), and in accordance withthe Acquiror hereby agrees, this Agreement, effective at the time of the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall to assume and thereafter timely to pay, discharge and perform when due in accordance with their terms, all Liabilities of the following Liabilities (collectivelyAsset Sellers, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, the Business or Company and the Transferred Assets, in each case, whether fixed Subsidiary (and their respective Affiliates) arising from 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating primarily to the Transferred Assets or the Business, as the same shall exist on the Closing Date and irrespective of whether the same shall arise prior to, on or following the Closing Date (the “Assumed Liabilities for which Purchaser is responsible pursuant Liabilities”). Without limiting the generality of the foregoing, subject to Section 7.2(ii2.02(d), the following shall be included among the Assumed Liabilities: (i) and all Liabilities for Taxes for which Purchaser is responsible pursuant specifically set forth as line items on the Reference Balance Sheet arising from or relating primarily to Section 7.2(iv)the Transferred Assets or the Business; (cii) All all Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or arising under any of the Ancillary AgreementsAssumed Contracts; (diii) All all Liabilities under (A) for Taxes of the Business Employee PlansCompany and the Transferred Subsidiary; (B) for Taxes with respect to the Transferred Assets (other than any Liability for Taxes with respect to the Transferred Assets that is an Excluded Liability as set forth in Section 2.02(d)(iv)); and (C) for any Transfer Taxes that the Acquiror is responsible for pursuant to Article VII; (eiv) All all Liabilities first occurring or arising Related to the Business (including all Liabilities with respect to the Transferred Assets), whether accruing before, on or after the Closing Date, in connection with the Business whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawClosing Date; (fv) All Liabilities all Liabilities, whether accruing before, on or after the Closing Date, (A) relating in any way to the environment or natural resources, human health and safety or Hazardous Materials, and arising out from or relating primarily to the Transferred Assets or the Business, or of the Company or the Transferred Entities or of any past, current or future businesses, operations or properties of the Company or the Transferred Subsidiary (including any businesses, operations or properties for which a future owner or operator of the Transferred Entities or the Business may be alleged to be responsible as a matter of Law, contract or otherwise) 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, resulting from or otherwise any Seller in respect of the Action set forth on Section 2.4(f) Business to any Person (including any products for which a current or future owner or operator of the Seller Disclosure Schedule (Transferred Assets or the “ANSAC Brazil Matter”Business may be alleged to be responsible as a matter of Law, contract or otherwise); (gvi) All accounts payableall Liabilities with respect to any return, trade accounts payable and trade obligations primarily related warranty or similar liabilities relating to products of the Business that were designed, manufactured or sold prior to the BusinessClosing or that were held in the inventory of the Business as of the Closing; (vii) all Liabilities with respect to any Action to the extent Related to the Business or the ownership of any of the Transferred Assets, whether arising prior to, on or after the Closing; and (hviii) All other (A) all Liabilities arising from or relating to the employment of any Transferred Employee (or termination of employment of any Transferred Employee) in each case, that arise following the Business Closing and (B) those liabilities arising from or relating to the employment of any Transferred Employee that are not Excluded expressly assumed pursuant to Article VI (the “Transferred Employee 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 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 It is expressly understood and agreed that Purchaser shall assume, and shall be responsible for, those liabilities and obligations as are described in this Section 3. 1. Purchaser shall assume on the terms Closing Date, and subject thereafter in due course shall pay and fully satisfy, the liabilities and obligations relating to the satisfaction or waiver of the conditions Restaurants and set forth in, below in subparagraphs (i) and in accordance with, (ii) of this Agreement, at Section 3.1 (such liabilities and obligations being referred to herein as the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, shall assume and discharge and perform when due all of the following Liabilities (collectively, the “"Assumed Liabilities”"): (ai) All Liabilities relating to, liabilities and obligations arising out ofor accruing, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities pertaining to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising beforeperiod, on or after the Closing DateDate (A) relating to the Restaurants or the Assets, or their ownership or operation, and (B) under all contracts, leases and other agreements pertaining to the Restaurants in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: normal course (i) the Release or threatened Release of or exposure to any Hazardous Materials as identified on or emanating from any real propertySchedule 3.1, (ii) the off-site storagecopies of which have been provided to Purchaser, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (fand where monetary obligations are included) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule for amounts consistent with market pricing (the “ANSAC Brazil Matter”"Assumed Contracts"); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (hii) All Without limiting anything in subparagraph (i) above, all liabilities and obligations arising or accruing, or pertaining to the period, on or after the Closing Date for death, personal injury (including workers' compensation), property damage or other Liabilities of the Business that are 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 injury, damage or reductionloss to, whether by reason or of any actual person or alleged entity, any property or any right, relating to the Restaurants or the Assets, or their operation, including, without limitation, any tort, breach of contract or violation of any covenant statute, regulation or agreement contained in this Agreementother law or requirement of any governmental agency. Purchaser understands and agrees that the liabilities and obligations it is assuming under the Assumed Contracts may include, without limitation, the Ancillary Agreements chicken purchases Seller or any other agreement its affiliates plan, or document delivered in connection herewith may be obligated, to make for the Restaurants under Seller's or therewith or any right its affiliates' chicken supply agreements as listed on Schedule 3.1. Seller will use reasonable efforts to indemnification hereunder or otherwiseidentify the Assumed Contracts, provide copies thereof to Purchaser, and list the Assumed Contracts it has knowledge of on Schedule 3.1.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreementherein, at the Closing, immediately following the consummation of the Share SaleSeller shall assign to Buyers, Alkali HoldCo, on behalf of Purchaser, and MF Buyer and Xxxxxx Buyer shall assume and discharge satisfy or perform (with the MF Buyer assuming liabilities that relate to the MF Facility and perform when due Americas 92513545 the Xxxxxx Buyer assuming liabilities that relate to the Xxxxxx Facility) all past, present and future Liabilities, including Environmental Liabilities, of Seller (and any predecessor) to the extent arising from, or related to, the Acquired Assets or the operation or retirement of the following Facilities, including such Liabilities (collectivelyrelated to periods prior to the Closing; provided, that MF Buyer and Xxxxxx Buyer shall not assume, and Seller shall retain, the Excluded Liabilities. The Liabilities to be assigned to and assumed by Buyers pursuant to this Section 2.4 are collectively referred to as the “Assumed Liabilities”):. Without limitation, such Assumed Liabilities include: (a) All all Liabilities of Seller (and any predecessor) arising under the Assumed Contracts relating toto the period from and after the Closing; (b) all Environmental Liabilities of Seller (and any predecessor), arising out ofincluding all Third-Party Environmental Claims and all Liabilities of Seller (and any predecessor) relating to any Environmental Law or Hazardous Materials, or 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 Transferred Assetsand all reclamation Liabilities, in each case, irrespective of whether fixed the condition, occurrence, action or contingent, matured or unmatured, arising by Law or by Contract or otherwise, relating non-action giving rise to facts, conditions, circumstances, events, actions or omissions occurring the Environmental Liability arose prior to, on to or after the Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All all Liabilities agreed to be performed on or after the Closing by Purchaser or of Seller (and any member predecessor) in respect of the Alkali Group pursuant Acquired Assets for any third party claims, causes of action, proceedings, judgments, or demands, to the terms extent they do not arise from the gross negligence of this Agreement Seller or any as a direct consequence of the Ancillary Agreementswillful misconduct or fraudulent acts of Seller; provided, for the avoidance of doubt, this clause (c) shall not apply to any Environmental Liabilities or Third-Party Environmental Claims, which are addressed exclusively in clause (b) above; (d) All all Liabilities under of Seller (and any predecessor) in respect of Taxes attributable to the Business Employee Plans; (e) All Liabilities first occurring Acquired Assets for taxable periods, or arising beforeportions thereof, on or beginning after the Closing Date, in connection with the Business as currently or previously conducted by Seller or including any of its Affiliates or predecessors, any member Transfer Taxes (other than Seller’s allocable portion of the Alkali Group Transfer Taxes pursuant to Section 7.4(a)), but excluding any transfer or any of their Affiliates or predecessors on any real property with respect to: (i) the Release or threatened Release other Taxes as a result of or exposure to any Hazardous Materials on or emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related attributable to the BusinessRestructuring; and (he) All all costs incurred with respect to deliveries made on and after the Closing Date under Contracts to purchase or transport coal or other Liabilities fuel, irrespective of when such Contracts were executed, and including any price adjustments that are the Business result of Claims that are not Excluded Liabilities. The obligations of Purchaser and the members known to Seller as of the Alkali Group under this Section 2.4 shall not be Execution Date, irrespective of the period of deliveries subject to offset or reduction, whether by 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 otherwisesuch Claims.

Assumed Liabilities. On the terms and subject to the satisfaction or waiver Closing Date, but effective as of the conditions set forth inEffective Time, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and agree to discharge and perform when due all of only the following Liabilities of Sellers (collectively, the “"Assumed Liabilities”"): (ai) All Liabilities relating to, any Liability related to or arising from the ownership or use of the Transferred Assets from and after the Effective time; (ii) any Liability of Sellers or Buyer arising after the Effective Time under any Assumed Contract; (iii) any Liability arising out of, of or 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 Transferred 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 products of the Closing, other than the Excluded Liabilities or Liabilities Optoelectronics Business to the extent manufactured or sold by Buyer or any of its subsidiaries, affiliates, successors or assigns after the Effective Time, or sold by Sellers or any of their subsidiaries, affiliates, successors or assigns beginning on and from August 29, 2003; (iv) any Environmental Claims or permitting requirements arising out of or relating to the Excluded Assets; (b) All Liabilities for Taxes relating operation of the Optoelectronics Business by Buyer, its subsidiaries, affiliates, successors or assigns after the Effective Time, or to Buyer's ownership, occupation or use of or operations at the Transferred Assets Telstar Facility, or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) occupation or use of or operations at the Telstar Facility by Buyer's subsidiaries, affiliates, successors or assigns from and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with or Buyer's leasing of or operations at the Business as currently Monterey Park Facility or previously conducted by Seller Tongmei Facility; provided, however, that Buyer shall not be liable to Sellers or any of its Affiliates Seller Indemnified Person for Environmental Costs for any Environmental Claim relating to conditions existing prior to the Effective Time at the Monterey Park Facility, Tongmei Facility, or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental LawTelstar Facility; (fv) All Liabilities any Liability for Taxes arising out of, resulting from or otherwise in respect as a result of Buyer's operation of the Action set forth on Section 2.4(f) Optoelectronics Business, or the operation of the Seller Disclosure Schedule (Optoelectronics Business by Buyer's subsidiaries, affiliates, successors or assigns or ownership, use or operation of the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to Transferred Assets after the BusinessEffective Time; and (hvi) All other Liabilities of the Business that are not Excluded Liabilities. The all obligations of Purchaser and the members of the Alkali Group Buyer under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseXxxx of Sale, the Assignment and Assumption Agreement, the Patent Assignment Agreement, the Grant Deed, the Monterey Park Lease, the Tongmei Lease, the Trademark License Agreement, the Escrow Agreement, the MOCVD Equipment Lease and the China Equipment Lease.

Assumed Liabilities. On Upon Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind arising from or relating to the terms Assets that are (a) attributable to periods on or after the Effective Time, including obligations and liabilities concerning: (i) the use, ownership or operation of the Assets, (ii) any obligations under or relating to any Contracts, (iii) all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (iv) properly plugging, re-plugging and abandoning the Wxxxx, (v) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Wxxxx or Equipment, (the liabilities described in clauses (iv) and (v) are collectively referred to as the “P&A Obligations”), and (vi) any obligation or liability regarding permits; and (b) subject to the satisfaction or waiver of the conditions set forth inSeller’s Indemnity Obligations in Article 4, 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 discharge and perform when due all of the following Environmental Liabilities (collectively, the matters described in clauses (a) and (b) of this Section 2.8 are collectively referred to as the “Assumed Liabilities”): ); provided, Buyer does not assume (a) All Liabilities relating to, arising out of, or 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 Transferred 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 Closing, other than the Excluded Liabilities or Liabilities to the extent relating to the Excluded Assets; (b) All Liabilities for Taxes relating to the Transferred Assets or the and Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary Agreements; (d) All Liabilities under the Business Employee Plans; (e) All Liabilities first occurring or arising before, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or any of their Affiliates or predecessors on any real property with respect to: shall not include): (i) the Release or threatened Release of or exposure to any Hazardous Materials on or emanating from any real propertyRetained Liabilities, (ii) any obligations or liabilities of Seller to the off-site storageextent that they are attributable to or arise out of the ownership, treatmentuse or operation of the Excluded Assets, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the other Claims for which Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related is required to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and the members of the Alkali Group under this Section 2.4 shall not be subject indemnify Buyer pursuant to offset or reduction, whether by 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 otherwiseArticle 4.

Assumed Liabilities. On (a) Upon the terms and subject to the satisfaction or waiver conditions of the conditions set forth in, and in accordance with, this Agreement, at Purchaser shall (i) from and after the Closing cause the Transferred Entities to pay, perform and discharge when due, any and all of their liabilities, obligations and commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued (collectively, “Liabilities”) and (ii) assume, effective as of the Closing, immediately following and from and after the consummation of the Share SaleClosing Purchaser shall pay, Alkali HoldCoperform and discharge, on behalf of Purchaseror cause to be paid, shall assume performed and discharge and perform discharged when due due, all of the following Liabilities of Seller and its Affiliates (other than the Transferred Entities), excluding the Excluded Liabilities (all the foregoing, collectively, the “Assumed Liabilities”): (a) All Liabilities relating to, arising out of, or 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 Transferred Assets), in each case, whether fixed except to the extent (and only to the extent) provided in Article X, without further recourse to Seller or contingent, matured its Affiliates (other than the Transferred Entities): (i) all Liabilities to the extent (and only to the extent) arising out of or unmatured, arising by Law or by Contract or otherwise, relating to factsSeller and its Affiliates (including the Transferred Entities) at any time being the owner or occupant of, conditionsor the operator of the activities conducted at, circumstancesany Owned Property or any Leased Property, events, actions or omissions occurring whether arising prior to, on or after the Closing, other than the Excluded Liabilities or Closing Date; (ii) all Environmental Liabilities to the extent (and only to the extent) arising out of or relating to the Excluded Assets; (b) All Liabilities for Taxes relating to operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities for Taxes for which Purchaser is responsible pursuant to Section 7.2(iv); (c) All Liabilities agreed to be performed ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing by Purchaser Date; (iii) all Liabilities under or otherwise to the extent (and only to the extent) arising out of or relating to the Transferred Real Property Contracts or the Transferred Contracts or any member Contract to which a Transferred Entity is a party or by which its assets are bound (including all Liabilities arising out of or relating to any termination or announcement or notification of an intent to terminate any such Contract), whether arising prior to, on or after the Closing Date; (iv) all Accounts Payable to the extent (and only to the extent) arising out of or relating to the operation or conduct of the Alkali Group pursuant to Business, the terms Transferred Entities or the Acquired Assets or the ownership, sale or lease of this Agreement or any of the Ancillary AgreementsAcquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date (the “Assumed Accounts Payable”); (dv) All all Liabilities under or otherwise to the Business Employee Plansextent (and only to the extent) arising out of or relating to the Transferred Permits, the Transferred Environmental Permits or any Permit or Environmental Permit held by a Transferred Entity, whether arising prior to, on or after the Closing Date; (evi) All all Liabilities first occurring in respect of any lawsuits, claims, actions or proceedings to the extent (and only to the extent) arising beforeout of or relating to the operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date (including any Liabilities to the extent (and only to the extent) relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury to person or property, but excluding the Retained Litigation Liabilities); (vii) all Liabilities to the extent (and only to the extent) arising out of or relating to the return (including any return based on breach of warranty) of, or refund, adjustment, allowance, rebate or exchange in respect of, the Products or any other products marketed and/or sold under the Brands, whether arising prior to, on or after the Closing Date; (viii) all Taxes to the extent (and only to the extent) arising out of, relating to or in respect of the Acquired Assets for any Post-Closing Tax Period other than Taxes for which Seller is liable under Section 10.03(a); (ix) all Liabilities (other than any Liabilities to the extent (and only to the extent) arising out of or relating to exposure prior to, on or after the Closing of any Business Employee, Former Business Employee, Transferred Employee or former employee or independent contractor of the Transferred Entities or the Business to Hazardous Materials) to the extent (and only to the extent) arising out of or relating to employment, compensation, employee benefits, severance or termination of any Business Employee, Former Business Employee or Transferred Employee and their respective dependents and beneficiaries, whether arising prior to, on or after the Closing Date and including any Liabilities that Purchaser is expressly required to assume under Article IX, except any Liabilities that Seller is expressly required to retain under Article IX; (x) all Liabilities to the extent (and only to the extent) arising from the sale from and after the Closing of (i) Products or (ii) any other products incorporating the Brands, in each case as a result of such Products or other products bearing the Seller’s National Drug Code number; and (xi) all other Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, to the extent (and only to the extent) arising out of or relating to the operation or conduct of the Business, the Transferred Entities or the Acquired Assets or the ownership, sale or lease of any of the Acquired Assets or the ownership or sale of the Transferred Entities, whether arising prior to, on or after the Closing Date, in connection with the Business as currently or previously conducted by Seller or including any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out ofof or relating to any claim, resulting from action, suit, arbitration, inquiry, proceeding or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”);investigation by or before any Governmental Entity. (gb) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All Notwithstanding any other Liabilities provision of the Business that are 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 reason of any actual or alleged breach of any covenant or agreement contained in this Agreement, Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Seller and its Affiliates (other than the Ancillary Agreements or any Transferred Entities). The term “Excluded Liability” means the following Liabilities of Seller and its Affiliates (other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise.than the Transferred Entities):

Assumed Liabilities. On Subject to the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, including Section 2.4, at the Closing, immediately following the consummation of the Share Sale, Alkali HoldCo, on behalf of Purchaser, Buyer shall assume and thereafter pay, perform and discharge and perform when due all of due, only the following Liabilities (collectively, the “Assumed Liabilities”): (a) All all Liabilities relating to, under or arising out of, or in connection with any act or omission by any Person with respect to, or any Person’s ownership or operation of, from the Business or the Transferred 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 ClosingContracts, other than (i) any Liability for Cure Costs (in the Excluded Liabilities case of Assumed and Assigned Contracts) or Liabilities (ii) any Liability arising under any Business Contract (other than an Assumed and Assigned Contract) as a result of a breach, default or wrongful failure on the part of any Seller or its Affiliates to perform any covenant or obligation under such Business Contract required to be performed by it prior to the extent relating to the Excluded AssetsClosing; (b) All Liabilities for Taxes relating to the Transferred Assets or the Assumed Liabilities for which Purchaser is responsible pursuant to Section 7.2(ii) and all Liabilities to or in respect of (i) any Transferring Employee, including their employment (or termination of employment) by Buyer, any Buyer Entity or any Affiliate of Buyer, with respect to periods from and after such Transferring Employee’s Employment Transfer Date and (ii) any Buyer Employee Plan or future employee benefit plan of Buyer or its Affiliates, including for Taxes for which Purchaser is responsible pursuant severance or other obligations to Section 7.2(iv)Transferring Employees arising following such Transferring Employees’ Employment Transfer Date; (c) All all Liabilities agreed for or in respect of Taxes (other than Income Taxes) (i) that are the responsibility of Buyer pursuant to be performed Section 9.1 or (ii) in connection with the operation of the Business or in respect of the Acquired Assets with respect to periods (or portions thereof) beginning on or after the Closing by Purchaser or any member of the Alkali Group pursuant to the terms of this Agreement or any of the Ancillary AgreementsEffective Time; (d) All all Liabilities under with respect to defective Product claims and product liability claims and causes of action arising with respect to (i) products shipped or sold by or on behalf of Buyer or its Affiliates from or after the Business Employee Plans;Closing and (ii) Product returns purchased by Buyer pursuant to Section 9.10 (but only to the extent of Buyer’s obligation to purchase such Product returns pursuant to Section 9.10); and (e) All all Liabilities first occurring relating to Buyer’s and/or its Affiliates’ ownership or arising beforeuse of the Acquired Assets, on or after the Closing Dateconduct or operation of the Business, or the activities of Buyer and/or its Affiliates in connection with the Business as currently Acquired Assets or previously conducted by Seller or any of its Affiliates or predecessors, any member of the Alkali Group or 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 emanating from any real property, (ii) the off-site storage, treatment, recycling, transportation, disposal or arrangement for disposal of any Hazardous Materials or (iii) any violation of Environmental Law; (f) All Liabilities arising out of, resulting from or otherwise in respect of the Action set forth on Section 2.4(f) of the Seller Disclosure Schedule (the “ANSAC Brazil Matter”); (g) All accounts payable, trade accounts payable and trade obligations primarily related to the Business; and (h) All other Liabilities of the Business that are not Excluded Liabilities. The obligations of Purchaser and after the members of the Alkali Group under this Section 2.4 shall not be subject to offset or reduction, whether by 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 otherwiseClosing.