Common use of Purchase and Sale of Assets Assumption of Liabilities Clause in Contracts

Purchase and Sale of Assets Assumption of Liabilities. 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

Purchase and Sale of Assets Assumption of Liabilities. 8 Section 2.1 Purchase and Sale of Assets 8 Section 2.2 Excluded Assets 10 8 Section 2.3 Assumption of Liabilities 10 Section 2.4 Purchased Assets 11 2.4 Excluded Liabilities 12 Section 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 Assumptions 11 Section 2.6 Purchase Price Allocation 13Pre- and Post-Closing and Transitional Matters. 12

Purchase and Sale of Assets Assumption of Liabilities. 8 2.1 Purchase and Sale of Assets 8 9 2.2 Excluded Assets 10 2.3 Assumption Assumed Liabilities 10 2.4 Retained Liabilities 10 2.5 Rights of Liabilities Sellers’ Affiliates 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and AssumptionsARTICLE 3 CLOSING; Consent of Third Parties 12 2.6 Purchase Price Allocation 13PURCHASE PRICE

Purchase and Sale of Assets Assumption of Liabilities. 8 2.1 1 1.1 Purchase and Sale of Assets 8 2.2 1 1.2 Excluded Assets 10 2.3 3 1.3 Assumed Liabilities 3 1.4 Retained Liabilities 3 1.5 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances Certain Contracts and Assumptions; Consent of Third Parties 12 2.6 Intellectual Property Agreements 3 1.6 Purchase Price 4 1.7 Purchase Price Adjustment 5 1.8 Closing 7 1.9 Further Assurances; Assignment of Contracts 9 1.10 Allocation 13of Purchase Price 9

Purchase and Sale of Assets Assumption of Liabilities. 8 11 2.1 Purchase and Sale of Assets 8 11 2.2 Excluded Assets 10 12 2.3 Assumption of Liabilities 11 13 2.4 Excluded Liabilities 12 14 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 1314