Common use of Assumed and Retained Liabilities Clause in Contracts

Assumed and Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and subject to Section 2.6(c), Purchaser agrees to assume all obligations and liabilities attributable to the Contract Rights and arising and accruing from and after the Effective Time, and Purchaser agrees to assume at the Closing the obligations of Seller under the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as the "Assumed Liabilities." (b) Purchaser will not assume any Liabilities of Seller to the extent they are not Assumed Liabilities, whether or not set forth on the Schedules hereto or otherwise disclosed in or in connection with this Agreement (collectively, the "Retained Liabilities", and individually, a "Retained Liability"). (c) Without limiting the generality of Section 2.6(b) and notwithstanding any other provision hereof, each of the following is a Retained Liability of Seller which Purchaser does not assume: (i) Any of Seller's obligations and liabilities under this Agreement; (ii) Any liabilities or obligations, to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant hereto; (iii) Any liability or obligation arising by reason of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereof; (v) Any liability or obligation related to accounts payable owed by Seller and attributable to periods prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser); (vi) Any liability or obligation against which Seller is insured, at least to the extent of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor); (vii) Any liability or obligation of Seller arising out of or related to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Time; (viii) Any liability or obligation in respect of any agreement or contract to which Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any of the Retained Contracts; (ix) Any liability or obligation relating to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring or existing as of or prior to the Effective Time; (x) Any liability or obligation arising from or relating to the termination or severance of any employees of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act"); (xi) Any liability or obligation under the Contracts or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective Time; (xii) Any other liability or obligation of any kind or nature of Seller which is not an Assumed Liability under Section 2.6(a).

Assumed and Retained Liabilities. 4.1 Seller and its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for and shall be held harmless and indemnified by Seller and its Affiliates with respect to any of the Liabilities of Seller and/or its Affiliates created or existing on or prior to the Closing Date including, but not limited to the following (the “Retained Liabilities”): (a) On any and all Liabilities arising out of or in connection with the terms and subject conduct or ownership of the Product Line on or prior to the conditions set forth Closing Date including but not limited to those matters disclosed in this Agreement and subject to Section 2.6(cExhibit 11.2.9(a), Purchaser agrees to assume all obligations and liabilities attributable to the Contract Rights and arising and accruing from and after the Effective Time, and Purchaser agrees to assume at the Closing the obligations of Seller under the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as the "Assumed Liabilities."; (b) any and all Liabilities relating to Products of the Product Line delivered and invoiced to third parties (other than Seller and/or its Affiliates) on or prior to the Closing Date; (c) all payables accrued on or prior to the Closing Date; (d) any and all Liabilities not explicitly assumed by Purchaser will not assume and/or its Affiliates under this Agreement or the Exhibits attached hereto; (e) any and all Taxes attributable to the conduct or ownership of the Product Line by Seller and/or its Affiliates on or prior to the Closing Date and related to the time period on or before the Closing Date; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. (f) any and all Liabilities arising under any transferred Contract and those Contracts subject to the provision of Article 2.1.9 with respect to a breach or default under such transferred Contract committed on or prior to the Closing Date; (g) any and all Liabilities of Seller and/or its Affiliates required by the terms of any transferred Contract to be performed on or prior to the extent they are Closing Date; (h) any and all Liabilities resulting from, or relating to, litigation or proceedings relating to events on or prior to the Closing Date; (i) any and all Liabilities related to the employees of Seller and/or its Affiliates; and (j) any and all Liabilities related to the ownership and operation of the Optioned Assets or the property described in the Ground Lease. 4.2 Purchaser shall be responsible for paying, performing and discharging when due, and Seller shall not have any responsibility for and shall be held harmless and indemnified by Purchaser with respect to the following Liabilities (the “Assumed Liabilities, whether or not set forth on the Schedules hereto or otherwise disclosed in ”): (a) Any and all Liabilities arising out of or in connection with the conduct or ownership of the Product Line following the Closing Date, except as explicitly provided otherwise in this Agreement or the Exhibits thereto; (collectively, b) any and all Taxes owed by Purchaser and/or its Affiliates attributable to the "Retained Liabilities", conduct or ownership of the Product Line after the Closing Date and individually, a "Retained Liability")relating to the time period after the Closing Date; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. (c) Without limiting any and all Liabilities arising under any transferred Contract with respect to a breach or default under such transferred Contract committed after the generality of Section 2.6(b) and notwithstanding any other provision hereof, each of the following is a Retained Liability of Seller which Purchaser does not assume:Closing Date; (id) Any any and all Liabilities required by the terms of Seller's any transferred Contract to be performed after the Closing Date; and (e) any and all other Liabilities expressly assumed by Purchaser pursuant to other provisions in this Agreement. For the avoidance of doubt, the Assumed Liabilities shall exclude any and all liabilities and obligations and liabilities not expressly assumed by Purchaser under this Agreement;. (ii) Any liabilities 4.3 Seller shall hold harmless Purchaser from and indemnify Purchaser against any and all Liabilities other than the Assumed Liabilities in particular from and against Liabilities which are assumed by Purchaser by operation of law. 4.4 In the event Purchaser exercises its option pursuant to Article 3.2, the provisions of Section 4.4.1 and 4.4.2 shall apply after the Option Closing Date. 4.4.1. Seller and/or its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser and/or its Affiliates shall not assume or obligationshave any responsibility for, to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented inand shall be held harmless and indemnified by Seller and/or its Affiliates with respect to, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant hereto; (iii) Any liability or obligation arising by reason the Liabilities of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes Seller and/or its Affiliates arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereof; (v) Any liability ownership or obligation related to accounts payable owed by Seller and attributable to periods prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser); (vi) Any liability or obligation against which Seller is insured, at least to the extent of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor); (vii) Any liability or obligation of Seller arising out of or related to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Time; (viii) Any liability or obligation in respect of any agreement or contract to which Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any operation of the Retained Contracts; (ix) Any liability or obligation relating to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring T/C Site created or existing as of on or prior to the Effective Time; Option Closing Date (x) Any liability or obligation arising from or relating to the termination or severance of any employees of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act"“Option Retained Liabilities”); (xi) Any liability or obligation under the Contracts or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective Time; (xii) Any other liability or obligation of any kind or nature of Seller which is not an Assumed Liability under Section 2.6(a). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

Assumed and Retained Liabilities. (a) On As of the terms Closing, Purchaser will assume and subject to the conditions set forth thereafter in this Agreement due course pay and fully satisfy, subject to Section 2.6(c)1.3, Purchaser agrees to assume (i) all obligations and liabilities attributable arising out of events occurring after the Closing Date related to the Contract Rights and arising and accruing from and Business or operations of the Business after the Effective Time, Closing Date and Purchaser agrees to assume at the Closing the (ii) obligations of Seller arising under the debt executory portion as of the Closing Date of all Contracts described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred 1.1.4; provided, however, that Purchaser does not hereby assume any liability or obligation for any breach or failure to as perform or any alleged breach or alleged failure to perform by Seller under such Contracts prior to the Closing (the "Assumed Liabilities." (b) Purchaser will not assume any Liabilities of Seller to the extent they are not Assumed Liabilities, whether or not set forth on the Schedules hereto or otherwise disclosed in or in connection with this Agreement (collectively, the "Retained Liabilities", and individually, a "Retained Liability"). (cb) Without limiting Notwithstanding anything contained in this Agreement to the generality of Section 2.6(b) and notwithstanding any other provision hereofcontrary, each of the following is a Retained Liability of Seller which Purchaser does not assume: (i) Any assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of Seller's obligations the execution and liabilities under this Agreement; (ii) Any liabilities or obligations, to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any delivery of Seller's representations and warranties in this Agreement or any Schedule document delivered at the Closing pursuant to this Agreement (a "Closing Document"), or certificate delivered pursuant hereto; (iii) Any liability or obligation arising by reason as a result of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation of the transactions contemplated hereinby this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of the Business, Seller or any Affiliate of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Business other than the Assumed Liabilities to the extent specifically provided in Section 2.1(a), including without limitation those set forth below (such liabilities and obligations retained by Seller being referred to herein as the "Retained Liabilities"): (i) all obligations or liabilities of Seller or any predecessor or Affiliate of Seller which relate to any of the Excluded Assets; (ii) all obligations or liabilities of Seller or any predecessor or Affiliate of Seller relating to Taxes (as hereinafter defined) of Seller (or any predecessor or Affiliate) or with respect to the Business or otherwise, for incomeall periods, personal propertyor portions thereof, salesthrough the Closing; (iii) all obligations or liabilities for any legal, useaccounting, ad valoreminvestment banking, franchise brokerage or other taxes similar fees or assessments (including any interestexpenses incurred by Seller or its Affiliates in connection with, penalties resulting from or additions thereto) owed attributable to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable by this Agreement; (iv) all liabilities and obligations of Seller with respect to transfer any return, warranty or similar liabilities relating to Products which were produced or sold by Seller or any predecessor or Affiliate of motor vehicles Seller on or prior to the Closing Date or which shall be borne by were held in the parties pursuant to Section 13.2(a) hereofinventory of the Business on the Closing Date; (v) Any all liabilities and obligations of Seller or any predecessor or Affiliate of Seller for death, personal injury, other injury to persons or property damage resulting from, caused by or arising out of, directly or indirectly, use or exposure to any Products (or any part or component thereof), including without limitation any such liabilities or obligations for failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use, manufactured, sold or serviced by Seller or any predecessor or Affiliate of Seller at any time prior to the Closing, or resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business at any time prior to the Closing; (vi) all liabilities and obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business or ownership or lease of any of the Assets or any properties or assets previously used in the Business at any time prior to or on the Closing Date, including without limitation such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation or requirement of any domestic or foreign statute, law, ordinance, rule or regulation ("Law") of any domestic or foreign court, government, governmental agency, authority, entity or instrumentality ("Governmental Entity"), or which relate to, result in or arise out of the existence or imposition of any liability or obligation related to remediate or contribute or otherwise pay any amount under or in respect of any environmental, superfund or other environmental cleanup or remedial Laws, occupational safety and health Laws or other Laws; (vii) all liabilities and obligations of Seller or any predecessor or Affiliate of Seller in respect of claims, actions, suits, proceedings and investigations relating to or arising out of, directly or indirectly, the conduct of the Business or ownership or lease of any of the Assets on or prior to the Closing Date; (viii) all claims for severance, other employee benefits (including without limitation benefits mandated by Law) or other compensation or damages by or on behalf of any Employees or Former Employees (as hereinafter defined) or by or on behalf of any Governmental Entity in respect of Employees or Former Employees involving any alleged employment loss, violation of any Law or termination of employment actually or constructively (by operation of Law or pre-existing Contract, including without limitation any liability for severance), all liabilities and obligations of Seller or any predecessor or Affiliate of Seller with respect to Employees and Former Employees under Employee Plans (as hereinafter defined) and any Employee Plan that is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA (as hereinafter defined), or in respect of payments for unemployment compensation or unemployment insurance, and all other obligations in respect of Employees and Former Employees, all relating to periods of employment ending on or prior to the Closing Date; (ix) all accounts payable owed by Seller and attributable to periods prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser); (vi) Any liability or obligation against which Seller is insured, at least to the extent of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor); (vii) Any liability or obligation any Affiliate of Seller arising out of or related to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Time; (viii) Any liability or obligation in respect of any agreement or contract to which Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any of the Retained Contracts; (ix) Any liability or obligation relating to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring or existing as of or prior to the Effective Time;Business; and (x) Any liability or obligation arising from or relating to the termination or severance all liabilities and obligations in respect of any employees of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act"); (xi) Any liability or obligation under the Contracts or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective Time; (xii) Any other liability or obligation of any kind or nature of Seller which is not an Assumed Liability under Section 2.6(a)indebtedness for borrowed money.

Assumed and Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing, Buyer will assume, and subject agree to Section 2.6(c)pay, Purchaser agrees to assume all perform and discharge when due, only (i) obligations and liabilities attributable under the Assumed Contracts (including any Non-assigned Assets) that arise out of or relate to the Contract Rights and arising and accruing period of performance from and after the Effective Time, and Purchaser agrees to assume at Closing Date; (ii) any Liabilities arising following the Closing in connection with, or relating to, the obligations operation of the Business by Buyer or the use or ownership of any Purchased Assets; (iii) the Assumed IP WIP Liabilities; (iv) the Assumed Environmental Liabilities; and (v) the current liabilities of Seller under included in the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as calculation of the "Closing Working Capital (collectively, the “Assumed Liabilities”). Except as otherwise provided in Section 6.14, in no event will the Assumed Liabilities include any Liability attributable to Seller’s action, failure to act, or other claim arising from Seller’s action or inaction occurring prior to the Closing." (b) Purchaser Notwithstanding anything to the contrary in this Agreement, Buyer will not assume assume, or be deemed to have assumed or guaranteed, or otherwise be responsible for, any Liabilities Liability of Seller to or any predecessor-in-interest, of any kind or nature whatsoever other than the extent they are not Assumed Liabilities, whether or not set forth on the Schedules hereto or otherwise disclosed in or in connection with this Agreement (collectively, the "Retained Liabilities", and individually, a "Retained Liability"). (c) . Without limiting the generality of Section 2.6(b) and notwithstanding any other provision hereof, each or effect of the following is a Retained Liability foregoing, from and after the Closing Date, Seller will continue to be liable for and will pay, perform, or otherwise discharge, as and when the same may become due and payable, all Liabilities and obligations of Seller which Purchaser does not assume:other than the Assumed Liabilities, including those set forth below (such Liabilities and obligations retained by Seller being referred to herein as the “Retained Liabilities”): (i) Any any Liabilities that would be shown on or reflected in the notes to a balance sheet of Seller's obligations and liabilities under this AgreementSeller prepared in accordance with GAAP at the time of Closing, other than as specifically included in the Assumed Liabilities; (ii) Any liabilities other than the Assumed Environmental Liabilities, any Environmental Liabilities of Seller or obligations, its current or former equityholders or arising out of the operation of Seller’s business (including the Business on or prior to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant heretoClosing Date); (iii) Any liability or obligation any Liabilities arising by reason of any violation or claimed violation of any federalin connection with, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Timeto, Contracts that are not Assumed Contracts; (iv) Any liability any Liabilities arising in connection with, or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitationrelating to, any liability or obligation relating to the termination Debt of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereofSeller; (v) Any liability any Liabilities to pay so-called “transaction bonuses” to Xxxxxx Xxxx, Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx, and Xxxx Xxxxxxxx in accordance with the terms and provisions of Transaction Bonus Letters dated as of December 6, 2013 from Seller in favor of each of such individuals and any other Liabilities of Seller for any other bonuses, severance payments, change of control payments or obligation related to accounts payable owed by Seller and attributable to periods similar obligations arising prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing or payable as a result of provisions made therefor to the satisfaction consummation of Purchaser)the Transaction; (vi) Any liability any Liabilities arising in connection with, or obligation against relating to, (A) Taxes of Seller, or any of its predecessors-in-interest, (B) Taxes that relate to the Purchased Assets, the Assumed Liabilities or the Business arising prior to or at the Closing Date, or (C) payments of Taxes of any other Person for which Seller is insuredmay be liable, at least to the extent whether as a transferee under any Tax allocation, sharing or similar agreement (whether oral or written) of such insurance (but this shall in no way be deemed a limitation Seller or restriction on Seller's liability therefor)any of its predecessors-in-interest or otherwise; (vii) Any liability any Liabilities arising in connection with, or obligation relating to, (A) any employee benefit plan of Seller, including any withdrawal Liability under Part I of Subtitle E of Title IV of ERISA for a “complete withdrawal” (within the meaning of Section 4203 of ERISA) or a “partial withdrawal” (within the meaning of Section 4205 of ERISA), or the amendment, termination or freeze of any employee benefit plan, (B) any Employee or former employee of Seller arising out or any spouse, child or other dependent or beneficiary of any Employee or related to pastformer employee of Seller, present including Liabilities for wages, salaries, benefits or future litigation involving claims, or relating to (C) the termination of employment by or with Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Timeany Employee; (viii) Any liability any Liabilities arising in connection with, or obligation in respect of relating to, any agreement pending or contract to which threatened Legal Proceeding involving Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any (including the operation of the Retained ContractsBusiness prior to the Closing); (ix) Any liability any Liabilities now due or obligation relating hereafter arising in connection with the assignment or other transfer, documentation or recording of any of the Purchased Intellectual Property through its complete chain of title into the name of Seller before the assignment thereof to the Acquired Assets and arising from (or attributable to) Buyer at Closing, including any Tax Liabilities associated with any such actions, events or conditions occurring or existing as of or prior to the Effective Time; (x) Any liability or obligation any Liabilities arising from in connection with, or relating to, the operation of the Business, the use or ownership of any Purchased Assets, or events, actions or failures to act occurring, prior to the termination Closing, including a breach, event of default or severance indemnity obligation under an Assumed Contract, other than as specifically included in the Assumed Liabilities, including (i) Liabilities arising after Closing with respect to any actual or alleged infringement or violation of the Intellectual Property of any employees of Seller Person occurring prior to the Closing and (which are not employees of Purchaserii) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act")Retained IP WIP Liabilities; (xi) Any liability subject to Section 6.14, any Liabilities arising as a result of any design, installation, performance or obligation under the Contracts or associated with the Contract Rights, or operation of any of them, accruing or attributable to periods prior to the Effective TimePre-Closing Product; (xii) Any any Liabilities of Seller under, or in connection with the execution, delivery or performance of, this Agreement; and (xiii) any Liabilities arising in connection with, or relating to the sale, transfer or other liability or obligation disposition of any kind business segment or nature other assets (other than the Assumed Liabilities) of Seller which is not an Assumed Liability under Section 2.6(a(whether previously held, currently held or may be held in the future).

Assumed and Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and subject to Section 2.6(c)Closing Date, Purchaser agrees to assume all obligations and liabilities attributable to the Contract Rights and arising and accruing from and after but effective as of the Effective Time, the Buyer will assume and Purchaser agrees agree to assume at pay, perform and discharge only those Liabilities of the Seller that first arise after the Effective Time under the Assigned Contracts and the Lease in accordance with the stated written terms thereof, but excluding (i) any Liability to the extent arising out of or relating to any Breach by the Seller thereunder or as a result of the Closing and (ii) any indemnification or similar Liabilities (whether or not based on a Breach) to the obligations extent arising out of Seller under or relating to actions, omissions, circumstances or events occurring or existing on or prior to the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred Closing Date or as a result of the Closing (subject to as such exclusions, the "“Assumed Contract Liabilities”)." (b) Purchaser will Except for the Assumed Contract Liabilities, the Buyer is not assume assuming and expressly disclaims the assumption of any Liabilities of Seller to the extent they are not Assumed LiabilitiesSeller, whether or not set forth on such Liabilities arise from or relate to the Schedules hereto or otherwise disclosed in or in connection with this Agreement Purchased Assets (collectively, all such Liabilities of the "Seller are referred to herein as the “Retained Liabilities", and individually, a "Retained Liability"”). (c) . Without limiting the generality of Section 2.6(b) the foregoing, and notwithstanding any other provision hereofsolely for purposes of clarity, each of the following is a Retained Liability of Seller which Purchaser does not assumeLiabilities include: (i) Any of Seller's obligations and liabilities under this Agreementall Liabilities arising from or relating to accrued expenses, accounts payable, indebtedness or other payment obligations; (ii) Any liabilities all Liabilities arising from or obligations, relating to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant heretoEncumbrances (including Permitted Encumbrances); (iii) Any liability or obligation arising by reason all Liabilities for Taxes of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafterSeller whenever and however arising, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation Taxes of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereof; (v) Any liability or obligation related to accounts payable owed by Seller and attributable to periods prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser); (vi) Any liability or obligation against which Seller is insured, at least to the extent of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor); (vii) Any liability or obligation of Seller arising out of or related to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Time; (viii) Any liability or obligation in respect of any agreement or contract to which Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any of the Retained Contracts; (ix) Any liability or obligation relating to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring or existing as of or prior to the Effective Time; (x) Any liability or obligation arising from or relating to the transactions contemplated by this Agreement; and (iv) all Liabilities arising from or relating to the employment, retention or termination of current or former employees or independent contractors of the Seller (including any employees or independent contractors of the Seller hired or retained by the Buyer), including all Liabilities for salaries, bonuses, option payouts, withholding, expense reimbursements, benefits or severance of any employees of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act"); (xi) Any liability or obligation under the Contracts or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective Time; (xii) Any other liability or obligation of any kind or nature of Seller which is not an Assumed Liability under Section 2.6(a)payments.

Assumed and Retained Liabilities. (a) On At closing Buyer shall assume only the terms and subject following Liabilities (collectively, the “Assumed Liabilities”): (i) All trade accounts payable with respect to any period on or after Closing to third parties in connection with the conditions set forth in this Agreement and subject to Section 2.6(c), Purchaser agrees to assume all obligations and liabilities attributable to the Contract Rights and arising and accruing from Business as conducted on and after the Effective TimeClosing; (ii) All Liabilities arising under or relating to the Assigned Contracts that arise or accrue under such contracts on and after the Closing; (iii) All Liabilities for (A) Asset Taxes allocable to Buyer pursuant to Section 5.3(b), (B) Transfer Taxes allocable to Buyer pursuant to Section 5.2 and Purchaser agrees (C) Taxes allocable to assume at Buyer pursuant to Section 5.1; (iv) All Liabilities arising out of Buyer or its Affiliate’s employment of the Business Employees, including compensation or other similar arrangements (including the employer portion of any employment or payroll Taxes related thereto) and accrued but unpaid vacation and leave, but, for the avoidance of doubt, specifically not any Liabilities arising out of Sellers’ employment of the Business Employees prior to Closing, which shall be Retained Liabilities; (v) All Liabilities under applicable Environmental Laws arising out of relating to Xxxxx’s ownership or operation of the Purchased Assets on or after the Closing Date; and (vi) All other Liabilities arising out of or relating to the obligations Purchased Assets or operation of Seller under the debt described Business on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as or after the "Assumed LiabilitiesClosing." (b) Purchaser will not assume Notwithstanding anything in this Agreement to the contrary, other than the Assumed Liabilities, Sellers shall retain and be responsible for all Liabilities of Sellers, and neither Buyer nor any Affiliate of Buyer shall assume, or in any way be liable or responsible for or take subject to any Liabilities of the Business, Seller to or any Affiliate of Seller (collectively, the extent they are not Assumed “Retained Liabilities”). Without limiting the foregoing, the Retained Liabilities shall include the following Liabilities of Sellers, whether or not set forth on the Schedules hereto or otherwise such Liabilities are disclosed in or any of the representations and warranties in connection with this Agreement (collectively, the "Retained Liabilities", or on any Schedule with respect to such representations and individually, a "Retained Liability"). (c) Without limiting the generality of Section 2.6(b) and notwithstanding any other provision hereof, each of the following is a Retained Liability of Seller which Purchaser does not assumewarranties: (i) Any All Liabilities to the extent arising under, or relating to the execution and delivery of Seller's obligations this Agreement and liabilities under the consummation of the transactions contemplated by this Agreement; (ii) Any liabilities or obligations, All trade accounts payable with respect to any period prior to Closing to third parties in connection with the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant heretoBusiness; (iii) Any liability or obligation arising by reason of any violation or claimed violation of any federalAll Liabilities for (A) Asset Taxes allocable to Sellers pursuant to Section 5.3(b), state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating B) Transfer Taxes allocable to any Environmental RegulationsSellers pursuant to Section 5.2 and (C) whether arising before or after the Effective TimeTaxes allocable to Sellers pursuant to Section 5.1; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating All Liabilities to the termination of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes extent arising out of Sellers or their Affiliates’ employment of the transactions contemplated hereby other than sales tax attributable Business Employees prior to transfer of motor vehicles which shall be borne by the parties Closing, including, but not limited to, all compensation and benefits (including, but not limited to, all salaries, wages and commissions); any benefits due, earned, or accrued pursuant to Section 13.2(a) hereofany Employee Benefit Plan; the employer portion of any employment or payroll Taxes on any of the foregoing; any Liabilities for the termination or severance of any Business Employees by Sellers on or before Closing; and all Losses or Claims by or for the benefit of any Business Employees incurred or arising prior to Closing, including, but not limited to any Losses or Claims pursuant to any federal or state labor or employment Laws; provided, that notwithstanding the foregoing, accrued but unpaid vacation and leave shall not be Retained Liabilities; (v) Any liability or obligation related to accounts payable owed by Seller and attributable to periods prior All Liabilities to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser)extent arising under any Contracts other than Assigned Contracts; (vi) Any liability breach of this Agreement by Sellers, including, but not limited to, any breach of any warranty, representation, or obligation against which Seller is insured, at least to the extent covenant of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor)Sellers’ contained herein; (vii) Any liability All Liabilities of any kind or obligation of Seller arising out of or related nature for fees and expenses referred to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Timein Section 3.8; (viii) Any liability All Liabilities in connection with any matter or obligation in with respect of to, or arising out of, any agreement events, actions or contract inactions prior to which Seller is a party the Closing Date, including all Liabilities with respect to services provided, products sold and acts or omissions prior to which Seller or any of its assets or properties are otherwise boundthe Closing Date, including Liabilities for personal injury (including death), property damage, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any of the Retained Contractswarranty claims; (ix) Any liability or obligation relating All Liabilities to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring or existing as of or prior extent related to the Effective TimeExcluded Assets; (x) Any liability or obligation arising from or relating to the termination or severance All Liabilities for amounts due in respect of any employees Taxes of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act")Sellers; (xi) Any liability All Liabilities under applicable Environmental Laws arising out of or obligation under relating to Sellers’ ownership or operation of the Contracts Purchase Assets on or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective TimeClosing Date; (xii) Any other liability or obligation All Liabilities for (i) Sellers’ exposure of any kind Person to asbestos containing products manufactured, sold, serviced, repaired or nature otherwise handled prior to the Closing Date, or (ii) Sellers’ exposure of any Person to asbestos containing equipment or any asbestos on or in the Real Property prior to the Closing Date; (xiii) Liabilities for warranties and other guarantees provided to customers of Seller which is and the Business prior to the Closing Date, other than pursuant to Assigned Contracts; (xiv) All Liabilities of Sellers to any present or former Representative or Affiliate of Sellers; (xv) All Liabilities for violations of Laws by Sellers prior to the Closing Date; (xvi) All other Liabilities to the extent arising out of or relating to the Purchased Assets prior to the Closing Date that are not an Assumed Liability under Section 2.6(a)Liabilities.

Assumed and Retained Liabilities. (a) On At the terms Closing, Buyer shall assume and subject to become responsible for only the conditions payment of the accounts payable set forth in this Agreement and subject to Section 2.6(con Schedule 1.3(a) (the “Assumed Payables”), Purchaser agrees to assume all obligations the due performance of the contractual liabilities arising after Closing under the Contracts set forth on Schedule 1.3(b) (the “Assumed Contracts”), and liabilities attributable to for taxes on the Contract Rights and arising and accruing from and Acquired Assets accrued for periods after the Effective Time, and Purchaser agrees to assume at the Closing the obligations of Seller under the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as the "Assumed Liabilities." (b) Purchaser will not assume any Liabilities of Seller Date to the extent they are not provided in Section 6.7 of this Agreement (the “Assumed Taxes”, and together with the Assumed Payables and the Assumed Contracts, the “Assumed Liabilities”). Buyer shall not assume or have responsibility with respect to any Liability of Sellers other than the Assumed Liabilities (the “Retained Liabilities”), whether all of which shall be retained by Sellers. The Retained Liabilities will include, without limitation, any Liability (i) of Sellers for Taxes (other than the Assumed Taxes), (ii) arising under or relating to Environmental Laws attributable or relating to the conduct of Sellers or the use of the Acquired Assets on or prior to the Closing Date, (iii) relating to or arising from any Employee Plan or any related contract, agreement or other arrangement, (iv) for defects in products or services provided by Sellers or any express or implied warranty relating to such products or services, (v) for any claims, actions, suits or proceedings against Sellers, (vi) arising from the misclassification by Sellers of any Person as an independent contractor or employee, or of any employee as salaried or hourly, (vii) for any payable not set forth listed on Schedule 1.3(a), (viii) arising under any Contract not listed on Schedule 1.3(b), (ix) for any pre-Closing breach of any Contract listed on Schedule 1.3(b), (x) arising under any asset that is not among the Schedules hereto or otherwise disclosed in or Acquired Assets and (xi) of Sellers for costs and expenses incurred in connection with this Agreement (collectively, the "Retained Liabilities", and individually, a "Retained Liability"). (c) Without limiting the generality of Section 2.6(b) and notwithstanding any other provision hereof, each of the following is a Retained Liability of Seller which Purchaser does not assume: (i) Any of Seller's obligations and liabilities under this Agreement; (ii) Any liabilities or obligations, to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant hereto; (iii) Any liability or obligation arising by reason of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereof; (v) Any liability or obligation related to accounts payable owed by Seller and attributable to periods prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser); (vi) Any liability or obligation against which Seller is insured, at least to the extent of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor); (vii) Any liability or obligation of Seller arising out of or related to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Time; (viii) Any liability or obligation in respect of any agreement or contract to which Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any of the Retained Contracts; (ix) Any liability or obligation relating to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring or existing as of or prior to the Effective Time; (x) Any liability or obligation arising from or relating to the termination or severance of any employees of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act"); (xi) Any liability or obligation under the Contracts or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective Time; (xii) Any other liability or obligation of any kind or nature of Seller which is not an Assumed Liability under Section 2.6(a)hereby.

Assumed and Retained Liabilities. 4.1 The Seller and its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for and shall be held harmless and indemnified by Seller and its Affiliates with respect to any of the Liabilities of the Seller and/or its Affiliates created or existing on or prior to the Closing Date including, but not limited to the following (the “Retained Liabilities”): (a) On any and all Liabilities arising out of or in connection with the terms and subject conduct or ownership of the Divested Business on or prior to the conditions set forth Closing Date including but not limited to those matters disclosed in this Agreement and subject to Section 2.6(cExhibit 11.2.9(a), Purchaser agrees to assume all obligations and liabilities attributable to the Contract Rights and arising and accruing from and after the Effective Time, and Purchaser agrees to assume at the Closing the obligations of Seller under the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as the "Assumed Liabilities."; (b) any and all Liabilities relating to Products of the Divested Business delivered and invoiced to third parties (other than Seller and/or its Affiliates) on or prior to the Closing Date; (c) all payables accrued on or prior to the Closing Date; (d) any and all Liabilities not explicitly assumed by Purchaser will not assume and/or its Affiliates under this Agreement or the Exhibits attached hereto; (e) any and all Taxes attributable to the conduct or ownership of the Divested Business by Seller and/or its Affiliates on or prior to the Closing Date and related to the time period on or before the Closing Date; (f) any and all Liabilities arising under any transferred Contract and those Contracts subject to the provision of Article 2.1.9 with respect to a breach or default under such transferred Contract committed on or prior to the Closing Date; (g) any and all Liabilities of Seller and/or its Affiliates required by the terms of any transferred Contract to be performed on or prior to the extent they are Closing Date; (h) any and all Liabilities resulting from, or relating to, litigation or proceedings relating to events on or prior to the Closing Date; and (i) any and all Liabilities related to the employees of Seller and/or its Affiliates. 4.2 The Purchaser shall be responsible for paying, performing and discharging when due, and Seller shall not have any responsibility for and shall be held harmless and indemnified by Purchaser with respect to the following Liabilities (the “Assumed Liabilities, whether or not set forth on the Schedules hereto or otherwise disclosed in ”): (a) Any and all Liabilities arising out of or in connection with the conduct or ownership of the Divested Business following the Closing Date, except as explicitly provided otherwise in this Agreement or the Exhibits thereto; (collectively, b) any and all Taxes owed by Purchaser and/or its Affiliates attributable to the "Retained Liabilities", conduct or ownership of the Divested Business after the Closing Date and individually, a "Retained Liability").relating to the time period after the Closing Date; (c) Without limiting any and all Liabilities arising under any transferred Contract with respect to a breach or default under such transferred Contract committed after the generality of Section 2.6(b) and notwithstanding any other provision hereof, each of the following is a Retained Liability of Seller which Purchaser does not assume:Closing Date; (id) Any any and all Liabilities required by the terms of Seller's any transferred Contract to be performed after the Closing Date; and (e) any and all other Liabilities expressly assumed by Purchaser pursuant to other provisions in this Agreement. For the avoidance of doubt, the Assumed Liabilities shall exclude any and all liabilities and obligations and liabilities not expressly assumed by Purchaser under this Agreement; (ii) Any liabilities or obligations, to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant hereto; (iii) Any liability or obligation arising by reason of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time; (iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereof; (v) Any liability or obligation related to accounts payable owed by Seller and attributable to periods prior to the Effective Time (and Seller shall provide Purchaser with evidence at Closing of provisions made therefor to the satisfaction of Purchaser); (vi) Any liability or obligation against which Seller is insured, at least to the extent of such insurance (but this shall in no way be deemed a limitation or restriction on Seller's liability therefor); (vii) Any liability or obligation of Seller arising out of or related to past, present or future litigation involving or relating to Seller or the Acquired Assets, whether the relevant cause of action accrues before or after the Effective Time; (viii) Any liability or obligation in respect of any agreement or contract to which Seller is a party or to which Seller or any of its assets or properties are otherwise bound, and which is not an Assigned Contract, including, without limitation, Purchaser does not assume any liability of Seller under any of the Retained Contracts; (ix) Any liability or obligation relating to the Acquired Assets and arising from (or attributable to) actions, events or conditions occurring or existing as of or prior to the Effective Time; (x) Any liability or obligation arising from or relating to the termination or severance of any employees of Seller (which are not employees of Purchaser) in connection with the consummation of the transactions contemplated herein, including, without limitation, any liability or obligation under the Worker Adjustment and Retraining Notification Act, as amended ("WARN Act"); (xi) Any liability or obligation under the Contracts or associated with the Contract Rights, or any of them, accruing or attributable to periods prior to the Effective Time; (xii) Any other liability or obligation of any kind or nature of Seller which is not an Assumed Liability under Section 2.6(a).