Common use of Assumed Liabilities and Retained Liabilities Clause in Contracts

Assumed Liabilities and Retained Liabilities. (a) Effective as of the Closing Date, Purchaser shall assume, perform and discharge all obligations, duties, or liabilities of every type, known or unknown (the “Liabilities”) arising from and after the Closing Date out of or in connection with (i) the Assumed Loan, and (ii) the Property, including all Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date, including Liabilities relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) (collectively, the “Assumed Liabilities”). Effective as of the Closing Date, Purchaser shall assume the Mandatory Contracts together with any other Assumed Contracts, and Purchaser and Seller agree to execute, on or before the Closing, any and all documentation reasonably required to effectuate and/or evidence such assumption. (b) Except as specifically provided in this Agreement, Purchaser will not assume any Liabilities of Seller, and Seller will be solely liable for, and will pay, discharge and perform, all Liabilities of Seller that do not constitute Assumed Liabilities and all Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, including Liabilities relating to the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, and any Environmental Liabilities arising from or relating to the Property or operation of the business conducted at the Facility prior to the Closing Date (collectively, the “Retained Liabilities”).

Assumed Liabilities and Retained Liabilities. (a) Effective as As of the Closing Date, Purchaser Purchasers shall assume, perform assume the following liabilities and discharge all obligations, duties, or liabilities of every type, known or unknown (the “Liabilities”) arising from and after the Closing Date out of or in connection with (i) the Assumed Loan, and (ii) the Property, including all Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date, including Liabilities relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) Sellers (collectively, the “Assumed Liabilities”): (i) Sellers’ accounts payable set forth in the Closing Date A/P Report and any other accounts payable of Sellers arising in the Ordinary Course of Business within the thirty (30) days preceding the Closing Date for which invoices have not been received in sufficient time to be included in the Closing Date A/P Report, but only to the extent taken into account in determining Net Current Asset Value; (ii) Accrued Vacation Expense; (iii) Sellers’ TerraPoints Liability; (iv) those other liabilities of Sellers (if any) specifically identified in Schedule 2.5(a). Effective as ; (v) credits or refunds due to customers that are reflected in the Closing Date A/R Report; (vi) obligations under warranties extended by either Seller, or arising by operation of law, in the Ordinary Course of Business before the Closing Date on account of the Closing Datesale of merchandise by either Seller, Purchaser shall assume but only to the Mandatory Contracts together extent that any such warranty requires either Seller to repair or replace such merchandise or to grant a credit for or refund of the purchase price of such merchandise (and specifically excluding any other liability or obligation in connection with any other Assumed such warranties, including any liability for death or personal injury or for special, incidental, consequential, or punitive damages) (collectively “Warranty Obligations”); and (vii) Sellers’ liabilities and obligations under the Facilities Lease, the Equipment Leases, and the License Agreements, and under Customer Contracts and Supplier Contracts, and Purchaser and Seller agree but only to executethe extent that any such liability or obligation: (1) in the case of the Facilities Lease, an Equipment Lease, or a License Agreement, relates or is allocable to periods beginning on or before after the Closing, any and all documentation reasonably required Closing Date or (2) is a liability or obligation to effectuate and/or evidence such assumptionpay for goods to be delivered or services to be furnished to either Purchaser by a third party after the Closing Date or (3) is a liability or obligation in respect of goods to be delivered or services to be furnished by either Purchaser after the Closing Date the right to payment for which is included in the Accounts Receivable or will otherwise inure to either Purchaser. (b) Except Purchasers shall pay or otherwise perform each Assumed Liability as specifically it becomes due, provided that Purchasers may dispute any Assumed Liability in this Agreement, Purchaser will good faith by appropriate proceedings. The grant to Purchasers of such right to dispute shall not assume in any Liabilities way affect the obligation of Seller, Purchasers or TESSCO pursuant to section 12.2(c) to indemnify Sellers and Seller will be solely liable for, and will pay, discharge and perform, all Liabilities their Affiliates against Losses sustained or incurred by any of Seller that do not constitute Assumed Liabilities and all Liabilities them arising from out of or relating to Seller’s ownership such Assumed Liability, including by reason of the Property or operation of the business conducted at the Facility prior Purchasers’ disputing such Assumed Liability. (c) Subject always to the Closing Dateterms of Article 12, including Liabilities relating to the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing DatePurchasers shall not assume, and any Environmental Liabilities arising from or relating to Sellers shall be responsible for the Property or operation of payment, performance, and discharge of, the business conducted at the Facility prior to the Closing Date following liabilities and obligations (collectively, the “Retained Liabilities”): (i) any liability or obligation of either Seller for Taxes (including payroll taxes and amounts withheld from compensation and other amounts paid to employees), whether arising before, on, or after the Closing Date or relating to periods commencing or ending before or after the Closing Date; (ii) any liability or obligation the responsibility for which is expressly identified in Schedule 2.5(c) as remaining with Sellers; (iii) any liability or obligation arising out of or relating to any of the Excluded Assets; (iv) any liability or obligation to, or arising out of or in connection with any claim by, any of the Sparco Parties, as well as all costs and expenses (including legal fees) incurred in connection with the enforcement of the Sparco Claim Rights, except to the extent that such Sparco Claim Rights have been assigned to Purchasers as provided in section 2.1(g); (v) any liability or obligation for Environmental Matters concerning or affecting any of the Acquired Assets, any of the Acquired Businesses, or the Facilities which Environmental Matters arise directly or indirectly from acts, omissions, facts, circumstances, events, or conditions (including the presence or release of Hazardous Substances) occurring before the Closing Date; (vi) any and all accounts payable, notes payable, and other indebtedness or obligations owing by either Seller to the other Seller or to any officer, director, employee, or partner of either Seller, or any Affiliate of either Seller; (vii) any other liabilities and obligations referred to in this Agreement as being the responsibility of Sellers; and (viii) any other liability or obligation of either Seller not assumed by Purchasers pursuant to section 2.5(a).

Assumed Liabilities and Retained Liabilities. (a) Effective as As of the Closing DateEffective Time, Purchaser shall assumeBuyer shall, without any further action on the part of Buyer or any Seller Company, assume and agree to pay, perform and discharge all obligationswhen due, duties, or liabilities subject to the other provisions of every type, known or unknown (the “Liabilities”) arising from this Agreement and after the Closing Date out of or in connection with (i) the Assumed LoanDocuments, and (ii) the Property, including all Liabilities arising from or relating to the ownership each of the Property or the operation of the business conducted at the Facility on or after the Closing Date, including Liabilities relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) following Obligations (collectively, the “Assumed Liabilities”). Effective as ) (provided that the Assumed Liabilities shall not include the Retained Liabilities or reduce or obviate any of Seller’s indemnification, defense, save or hold harmless obligations related to such Retained Liabilities under this Agreement): (i) All Obligations of the Closing Date, Purchaser shall assume the Mandatory Contracts together with any other Assumed Contracts, and Purchaser and Seller agree to executeCompanies arising before, on or before after the ClosingEffective Time in connection with the ownership or use of the Assets or the Operations; (ii) all HSE Liabilities; (iii) all Decommissioning and Restoration Obligations; (iv) except for the Turnaround Contracts, all Obligations of the Seller Companies to the extent arising out of, incurred in connection with or related to the Refinery Contracts or any other Contracts to the extent assigned to Buyer pursuant to Section 8.02, but only such Obligations for goods or services received by or on behalf of Buyer or its Affiliates after the Effective Time or are otherwise performable on or after the Effective Time; (v) in the event Closing occurs prior to Seller’s performance of the Turnaround, all Obligations to the extent arising out of, incurred in connection with or related to the Turnaround and without regard to whether such Obligations are incurred prior to or after the Effective Time, and in accordance with Schedule 2.06 (the “Turnaround Costs”), and all documentation reasonably required Obligations arising out of the Contracts described in Schedule 2.03(a)(v), but only to effectuate and/or evidence the extent such assumptionObligations are assignable and are associated with the performance of the Turnaround (the “Turnaround Contracts”); (vi) all Obligations for Taxes assumed by Buyer as set forth in Article XIV; and (vii) all Obligations related to Transferred Employees to the extent assumed by Buyer as set forth in Schedule 10.01. (b) Except as specifically provided in Seller shall (or shall cause each applicable Seller Company to) retain, subject to the other provisions of this AgreementAgreement and the Closing Documents, Purchaser will not assume any Liabilities of Seller, and Seller will be solely liable for, and will pay, discharge and perform, all Liabilities of Seller that do not constitute Assumed Liabilities and all Liabilities arising from or relating to Seller’s ownership each of the Property or operation of the business conducted at the Facility prior to the Closing Date, including Liabilities relating to the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, and any Environmental Liabilities arising from or relating to the Property or operation of the business conducted at the Facility prior to the Closing Date following (collectively, the “Retained Liabilities”): (i) all Obligations of the Seller Companies arising out of, relating to or otherwise in respect of the items set forth in Schedule 2.03(b); (ii) all Obligations of the Seller Companies arising out of, relating to or otherwise in respect of the Excluded Assets and the Excluded Contracts (to the extent 8.02(b) does not apply); (iii) except for the Turnaround Contracts and Turnaround Costs, all Obligations of the Seller Companies to the extent arising out of, incurred in connection with or related to any Contract assigned to Buyer from Seller pursuant to this Agreement, but only such Obligations for goods or services received by or on behalf of any Seller Company prior to the Effective Time or are otherwise performable prior to the Effective Time; (iv) all Obligations of the Seller Companies for Taxes for taxable periods ending at or prior to the Effective Time, except to the extent such Taxes are allocated to Buyer pursuant to Article XIV; (v) all Obligations related to Transferred Employees to the extent retained by Seller as set forth in Schedule 10.01 or as imposed on Seller by the applicable provisions of ERISA with respect to Pension Plans and Welfare Plans maintained by Seller prior to Closing; (vi) all Obligations relating to any lawsuits or arbitrations pending against a Seller Company as of the Closing Date (as evidenced by written service of process or commencement of arbitration proceedings), to the extent related to or arising from the ownership, operation or use of the Assets by a Seller Company prior to the Closing Date, including any pending lawsuits or arbitrations set forth in Section 4.09 of the Disclosure Letter; (vii) all Obligations with respect to any HSE Claims arising or accruing prior to the Closing Date, but only to the extent such HSE Claim is (x) based on personal injury (whether resulting from a class action lawsuit or otherwise); and (y) is attributable to ACM, Benzene, or PFAS; (viii) all Obligations with respect to any HSE Claims arising or accruing prior to the Closing Date attributable to Lead to the extent, and only to the extent, such Obligations become known on or before the expiration of eighteen months from the Closing Date. (For the avoidance of doubt, Buyer will be responsible for all Obligations with respect to any HSE Claims arising or accruing prior to the Closing Date attributable to lead to the extent such Obligation become known after the expiration of eighteen months from the Closing Date); and (ix) all Obligations relating to the Consent Decree and the Consent Order other than the Assumed Liabilities, including the obligation to expeditiously pursue the termination of the Consent Decree.

Assumed Liabilities and Retained Liabilities. (a) Effective as As of the Closing DateEffective Time, Purchaser shall assumeBuyer shall, without any further action on the part of Buyer or any Seller Company, assume and agree to pay, perform and discharge all obligationswhen due, duties, or liabilities subject to the other provisions of every type, known or unknown (the “Liabilities”) arising from this Agreement and after the Closing Date out of or in connection with (i) the Assumed LoanDocuments, and (ii) the Property, including all Liabilities arising from or relating to the ownership each of the Property or the operation of the business conducted at the Facility on or after the Closing Date, including Liabilities relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) following Obligations and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) only such Obligations (collectively, the “Assumed Liabilities”). ) (provided that the Assumed Liabilities shall not include the Retained Liabilities): (i) all Obligations (excluding Obligations described in clauses (ii) through (vi) below) related to or arising in connection with the ownership or use of the Assets or the Operations arising on or after the Effective as Time; (ii) the following liabilities and Obligations (the “Assumed HSE Liabilities”): (A) all HSE Liabilities arising out of conditions, occurrences, activities or events that first existed or occurred on or after the Effective Time; (B) all HSE Liabilities arising out of the Specified Pre-Closing Matters, whether arising before, on or after the Effective Time, except to the extent of the HSE Liabilities retained by Seller for the Specified Pre-Closing Matters in Section 2.03(b)(iii) below; (C) all Obligations arising out of Corrective Action required under HSE Laws with respect to the Disclosed Environmental Matters; (D) all Obligations under HSE Laws to conduct the Disclosed Environmental Activities first arising on or after the Closing Date; (E) all Decommissioning and Restoration Obligations; and (F) all Obligations of Seller relating to the Retained HSE Liabilities to the extent a Buyer Indemnified Party has not asserted a Claim Notice prior to the expiration of the Claim Period, Purchaser it being understood that so long as a Claim Notice has been asserted within the Claim Period in accordance with this Agreement, any Claims or Obligations relating to the Retained HSE Liabilities which remain pending, outstanding or unresolved on the tenth anniversary of Closing Date shall assume continue until such Claims or Obligations are fully resolved; (iii) all Obligations of the Mandatory Seller Companies to the extent arising out of, incurred in connection with or related to the Refinery Contracts together with or any other Assumed ContractsContracts to the extent assigned to Buyer pursuant to Section 8.02, but only such Obligations for goods or services received by or on behalf of Buyer or its Affiliates after the Effective Time or are otherwise performable on or after the Effective Time, and Purchaser excluding any Obligations to the extent arising from a breach, default or other action of Seller Companies prior to the Effective Time; (iv) all Obligations for Taxes assumed by Buyer as set forth in ARTICLE XV; (v) all Obligations in respect of Environmental Fuel Credits related to the Assets and Seller agree their Operations attributable to execute, the periods on or before and after the Closing, any and Effective Time; and (vi) all documentation reasonably required Obligations related to effectuate and/or evidence such assumptionTransferred Employees to the extent assumed by Buyer as set forth in Schedule 10.01. (b) Except as specifically provided in this Agreement, Purchaser will not assume any Liabilities of Seller, Seller shall (or shall cause each applicable Seller Company to) retain and Seller will be solely liable for, and will agree to pay, perform and discharge when due, subject to the other provisions of this Agreement and performthe Closing Documents, all Liabilities of Seller that do not constitute Assumed Liabilities and all Liabilities arising from or relating to Seller’s ownership each of the Property or operation of the business conducted at the Facility prior to the Closing Date, including Liabilities relating to the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, and any Environmental Liabilities arising from or relating to the Property or operation of the business conducted at the Facility prior to the Closing Date following Obligations (collectively, the “Retained Liabilities”): (i) Any Obligations arising out of Intellectual Property used by any Seller Company or any Affiliate thereof in the Operations before the Effective Time that infringes, violates, or misappropriates any Third Party Intellectual Property; (ii) Any Obligations arising out of unauthorized disclosure of or access to any information or data in violation of Applicable Data Protection Laws in connection with the Operations occurring prior to the Effective Time; (iii) the following liabilities and Obligations to the extent a Claim or Claim Notice is asserted or submitted prior to the expiration of the Claim Period (the “Retained HSE Liabilities”): (A) subject to Section 11.05(a), Seller shall promptly reimburse Buyer for out-of-pocket expenditures if a Corrective Action Order (I) is issued prior to, on or after the Closing Date with respect to any of the Specified Pre-Closing Matters and (II) such Corrective Action Order requires the modification or replacement of Equipment (including replacement with new equipment) or the addition of new equipment in order to comply with such Corrective Action Order (the “Specified Pre-Closing Matters Capital Expenditures”); (B) all HSE Liabilities (including natural resources damages) relating to the Release or migration of Hazardous Substances from the Real Property relating to: (i) Specified Pre-Closing Matters; (ii) Disclosed Environmental Matters; (iii) Disclosed Environmental Activities; and/or (iv) Undisclosed Environmental Conditions to the extent the Buyer has proven such Environmental Conditions first arose or occurred prior to Closing; (C) all fines, penalties and fees (and/or any “supplemental environmental projects” approved by a Governmental Authority to mitigate any such fines, penalties or fees), whether assessed against any Seller Company, Buyer or any of its Affiliates, arising out of HSE Liabilities relating to non-compliance with HSE Laws first arising prior to the Closing Date relating to: (i) the Specified Pre-Closing Matters; or (ii) the Disclosed Environmental Matters; (D) Claims of Employees or other Third Party Claims related to pre-Closing: (i) exposure to Hazardous Substances at the Real Property; or (ii) odors at or Released from the Real Property, in each case, which are asserted against any Seller Company or Buyer or any of its Affiliates, in writing, including those arising from or related to a Specified Pre-Closing Matter, Disclosed Environmental Matter, Disclosed Environmental Activity, Undisclosed Environmental Condition or the Refinery’s potable water supply; (E) all HSE Liabilities relating to a violation of or non-compliance with HSE Laws first arising or occurring prior to the Closing Date (other than relating to the Specified Pre-Closing Matters, Disclosed Environmental Matters or other violations of or non-compliance with HSE Laws relating to Releases to soil or groundwater); (F) except as set forth in Section 2.03(b)(iii)(B) or 2.03(b)(iii)(D) above, any HSE Liabilities relating to any Undisclosed Environmental Condition discovered within the Claim Period with respect to which: (I) Corrective Action would have been required to be conducted under HSE Laws in effect on the earlier of: (i) the Closing Date; or (ii) six (6) months after the Execution Date (“Applicable Date”) if the existence of such Undisclosed Environmental Condition had been discovered on or prior to the Applicable Date; and (II) Buyer has proven that such Undisclosed Environmental Condition is solely due to conditions, occurrences, activities or events that first existed or occurred prior to the Closing Date; and (G) any HSE Liabilities arising out of the offsite treatment, storage, transportation, recycling or disposal of any Hazardous Substances or the arrangement for the same in connection with the Operations or the Real Property occurring prior to the Effective Time; for the avoidance of doubt, the provisions of this Section 2.03(b)(iii) shall not apply to Claims arising out of a post-Effective Time fire, explosion or other catastrophic incident allegedly occurring as a result of any design, construction, operation or use of the Assets prior to the Effective Time; (iv) all Obligations of the Seller Companies (including Obligations related to HSE Laws and HSE Matters) arising out of, relating to or otherwise in respect of the Excluded Assets; (v) all Obligations of Seller or the Seller Companies to the extent arising out of, incurred in connection with or related to any Contract, including Refinery Leases and Easements, assigned to Buyer from Seller or the Seller Companies pursuant to this Agreement, but only such Obligations (a) for goods or services received by or on behalf of any Seller Company prior to the Effective Time or (b) that are otherwise performable or required to be performed prior to the Effective Time; (vi) all Obligations for (A) income, capital, franchise and similar Taxes of the Seller Companies, any member of any consolidated, affiliated, combined or unitary group of which any Seller Company is or has been a member, or any Seller Company Affiliate, (B) Taxes with respect to the Assets, the Assumed Liabilities or the Operations for taxable periods (or the portion thereof) ending at or prior to the Effective Time, except to the extent such Taxes are allocated to Buyer pursuant to ARTICLE XV, (C) Taxes that arise as result of the sale, rental, lease, storage, use, consumption or operation of the Assets by Seller on or prior to the Effective Time, (D) Transfer Taxes borne by the Seller Companies in accordance with Section 15.01, or (E) Taxes of any other Person for which the Seller Companies or any Seller Affiliate or, by virtue of its purchase of the Assets or assumption of the Assumed Liabilities, Buyer or any of its nominees or Affiliates, could be held liable by reason of any provision of Applicable Law or any legal theory as a transferee or successor, by contact or otherwise (including by virtue of any successor liability imposed under Section 82.32.140 of the Revised Code of Washington except to the extent that any such Washington state successor liability is directly and solely attributable to Buyer’s failure to timely and properly file a Successorship Notice in accordance with Section 15.09); (vii) all Obligations related to any current or former employees or independent contractors of the Seller Companies (including any Obligations under any Business Benefit Plan) to the extent related to their employment or service relationship with, or termination of their employment or service relationship with, the Seller Companies and the Assets, except for the Obligations with respect to Transferred Employees assumed by Buyer as set forth in Schedule 10.01; (viii) all Obligations in respect of Environmental Fuel Credits related to the Assets and their Operations attributable to the periods prior to the Effective Time; and (ix) all Obligations relating to any lawsuits or arbitrations pending against a Seller Company as of the Closing Date (as evidenced by written service of process or commencement of arbitration proceedings) to the extent related to or arising from the ownership, operation or use of the Assets by a Seller Company prior to the Closing Date, including any pending lawsuits or arbitrations set forth in Section 4.09 of the Disclosure Letter.

Assumed Liabilities and Retained Liabilities. (a) Effective as of On the Closing Date, Purchaser and Seller shall assumeenter into the Assumption Agreement pursuant to which, among other things, Purchaser shall assume and shall be obligated to pay, perform and discharge all obligations(or cause to be paid, dutiesperformed or discharged) in accordance with their respective terms, as and when they become due and payable, or are required to be performed, all liabilities and obligations of every typeSeller and its Affiliates and their respective successors and assigns, direct or indirect, known or unknown (the “Liabilities”) unknown, absolute or contingent, arising from and before or after the Closing Date out which relate to the Purchased Assets, other than Retained Liabilities (collectively, “Assumed Liabilities”), including the following Assumed Liabilities: (i) all liabilities and obligations under the following items to the extent assigned to Purchaser in accordance with Section 2.1: (a) the Facility Contracts, (b) the Transferable Permits and (c) any agreements entered into by Seller or its Affiliates with respect to the Facility or the Purchased Assets after the date hereof in the ordinary course of business consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller or its Affiliates, would have been paid, performed or otherwise discharged prior to the Closing Date; (ii) all liabilities and obligations of Seller which relate to the Purchased Assets in respect of Taxes for which Purchaser is liable pursuant to Section 2.7 or 6.6; (iii) except for liabilities and obligations retained by Seller under Section 2.3(b)(vi), all liabilities and obligations arising under or relating to Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Substances, whether based on common law or Environmental Laws, whether such liabilities or obligations are known or unknown, contingent or accrued, including (i) any violation or alleged violation of Environmental Laws, whether prior to, on or after the Closing Date, with respect to the ownership, lease, use, maintenance or operation of any of the Purchased Assets, including any fines or penalties that arise in connection with the ownership, lease, use, maintenance or operation of the Purchased Assets on or after the Closing Date (i) but excluding any fines and penalties that arise in connection with the Assumed Loanownership, lease, use, maintenance or operation of any of the Purchased Assets by Seller to the extent attributable to the period prior to the Closing Date), and the costs associated with correcting any such violations; (ii) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Property, including all Liabilities arising from Closing Date or relating to arises or becomes manifest on or after the ownership of the Property Closing Date) caused (or allegedly caused) by any Environmental Condition or the operation presence or Release or threatened Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the business conducted at the Facility Purchased Assets prior to, on or after the Closing Date, including Liabilities relating any Environmental Condition or Hazardous Substances contained in building materials at or adjacent to the Assumed 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 Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Condition or Hazardous Substances present or Released prior to, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date 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; (including iv) any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities bodily injury, loss of life, property damage or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or relating to Release, or arising from the ownership of the Property or the operation of the business conducted at the Facility on the Real Property arrangement for such activities prior to, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, use, maintenance or operation of the Purchased Assets; and (iiiv) any Remediation of any Environmental Condition or Release of Hazardous Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, or arising from the arrangement for such activities prior to, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, use, maintenance or operation of the Purchased Assets; (iv) all liabilities and obligations of Seller or Seller’s Affiliates arising under the Order with respect to the period on or after the Closing Date, including all financial assurance, decommissioning, reporting and other residual liabilities and obligations; (v) Seller’s obligations under the City of Lawrenceburg Letter; and (vi) Subject to Section 2.7(c), all liabilities and obligations of Seller with respect to 2007/Payable 2008 Property Taxes and Property Taxes for subsequent years for personal and real property related to the Facility. (b) Purchaser shall not assume and shall have no liability for any liabilities of Seller other than the Assumed Liabilities. Seller expressly retains liability for the following liabilities and obligations (“Retained Liabilities”): (i) Any liabilities or obligations of Seller in respect of refundable deposits paid any Excluded Assets or other assets of Seller which are not Purchased Assets, except to the extent caused by third parties the acts or omissions of Purchaser or its Affiliates or Purchaser’s ownership, lease, use, maintenance or operation of the Purchased Assets; (ii) Any liabilities or obligations of Seller in respect of Taxes attributable to (a) 2006/Payable 2007 Property Taxes and prior years, except for Taxes for which Purchaser is liable pursuant to Sections 2.7(c) or 6.6, (b) the business activities or income of Seller or (c) the Excluded Assets; (iii) Any liabilities or obligations of Seller with respect to commitments for the purchase or sale of power or fuel; (iv) Any liabilities or obligations of Seller arising from the breach by Seller of any of the Facility Contracts or Transferable Permits to the extent attributable to the period prior to the Closing Date under the Resident Agreements Date; (v) Any and all asserted or under other Rights being assumed by Purchaser as part unasserted liabilities or obligations to third parties for personal injury or tort, or similar causes of action arising out of the Propertyownership, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) (collectivelylease, the “Assumed Liabilities”). Effective as of the Closing Dateuse, Purchaser shall assume the Mandatory Contracts together with any other Assumed Contracts, and Purchaser and Seller agree to execute, on or before the Closing, any and all documentation reasonably required to effectuate and/or evidence such assumption. (b) Except as specifically provided in this Agreement, Purchaser will not assume any Liabilities of Seller, and Seller will be solely liable for, and will pay, discharge and perform, all Liabilities of Seller that do not constitute Assumed Liabilities and all Liabilities arising from or relating to Seller’s ownership of the Property maintenance or operation of the business conducted at Purchased Assets by Seller to the Facility extent attributable to the period prior to the Closing Date, other than the liabilities assumed by Purchaser under Section 2.3(a)(iii); and (vi) Any fines or penalties imposed by any Governmental Authority resulting from any violation of Law (including Liabilities relating Environmental Law) by Seller to the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior extent attributable to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility period prior to the Closing Date, and any Environmental Liabilities arising from or relating . Notwithstanding anything to the Property or operation contrary provided in this Agreement, Seller’s representations and warranties in this Agreement shall not apply to any of the business conducted at the Facility prior to the Closing Date (collectively, the “Retained Liabilities”).

Assumed Liabilities and Retained Liabilities. (a) Effective as of On the Closing Date, Purchaser each of the Purchasers shall assumeassume and covenant to pay, perform and discharge all the following obligations, dutiesliabilities and indebtedness of the Sellers and the JV Companies (collectively, or the "Assumed Liabilities") listed opposite such Purchaser's name on Schedule 3.1(a): (i) obligations and liabilities of every type, known the Sellers for performance under the Assigned Contracts listed on Schedule 3.1(e) hereto arising or unknown (the “Liabilities”) arising accruing from and after the Closing Date Date; and (ii) obligations and liabilities relating to the JV Companies for performance under the Assigned Contracts listed on Schedule 3.3(a) hereto arising or accruing from and after the Closing Date. (b) From and after the Closing, the Sellers shall retain, all Losses based upon, arising out of or in connection with resulting from any of the following (the "Retained Liabilities"): (i) any obligations or liabilities of the Sellers other than the Assumed Loan, and Liabilities; (ii) the Property, including all Liabilities arising from any claims for any injury to person or relating property to the ownership of extent attributable to (A) any services rendered by the Property Sellers on or prior to the Closing, or (B) the operation of any Owned Vessel on or prior to the business conducted at the Facility Closing regardless of whether such claims are asserted prior to, on or after the Closing Date, including Liabilities in each case to the extent asserted against SEACOR, any Affiliate thereof or any asset of SEACOR or any such Affiliate; (iii) any claims by any employee or former employee of the Sellers or their Affiliates (A) arising out of the employment or termination of employment of such employee or former employee on or prior to the Closing Date or as a result of the transactions contemplated by this Agreement or (B) to the effect that such employee or former employee is entitled to employment by any Purchaser or Affiliate thereof (or payment in lieu of such employment) resulting from such individual's status as such an employee or former employee, in each case to the extent asserted against SEACOR, any Affiliate thereof or any asset of SEACOR or any such Affiliate; (iv) any Environmental Claim arising out of or based upon anything relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property Vessel Assets or the operation of the business conducted at the Facility JV Companies on or after prior to the Closing Date to the extent asserted against SEACOR, any Affiliate thereof or any asset of SEACOR or any such Affiliate; (including v) any Taxes for which Purchaser is responsible pursuant to this Agreement) and of the Sellers, any Environmental Liabilities arising from or relating Taxes attributable to the ownership of Business for any Pre-Closing Period and, except to the Property or the operation of the business conducted at the Facility on the Real Property on or after extent reserved for in the Closing DateBalance Sheet of a JV Company, any Taxes of any JV Company for any Pre-Closing Period to the extent asserted against SEACOR, any Affiliate thereof or any asset of SEACOR or any such Affiliate; (iiivi) any obligations of Seller the Sellers to pay any costs associated with the class drydocking of any of Xxxx Xxxxx Suez, Xxxx Xxxxx Aswan and Xxxx Xxxxx Luxor as provided for in respect the joint venture agreement, dated December 1, 1995, among Smit International Beheer (Antilles) Offshore N.V., Swire Pacific Offshore Holdings Ltd. and Messrs. Xxxxxxxx Shilbaya, Omar Shilbaya and Ibrahim Shilbaya; (vii) any obligations of refundable deposits paid by the Sellers associated with the Dutch government investment subsidy relating to the vessels Xxxx Xxxxx "Fame" and Xxxx Xxxxx "Fortune"; and (viii) any third parties party claims to the extent attributable to occurrences or events which occurred on or prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) (collectively, the “Assumed Liabilities”). Effective as of the Closing Date, Purchaser shall assume the Mandatory Contracts together with any other Assumed Contracts, and Purchaser and Seller agree to execute, on or before the Closing, any and all documentation reasonably required to effectuate and/or evidence such assumption. (b) Except as specifically provided in this Agreement, Purchaser will not assume any Liabilities of Seller, and Seller will be solely liable for, and will pay, discharge and perform, all Liabilities of Seller that do not constitute Assumed Liabilities and all Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior relate to the Closing Date, including Liabilities relating to Vessel Assets or the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, and any Environmental Liabilities arising from or relating to the Property or operation of the business conducted at the Facility prior to the Closing Date (collectively, the “Retained Liabilities”)Sellers.

Assumed Liabilities and Retained Liabilities. Subject to the terms and conditions set forth in this Agreement, (a) Effective as at the Initial Closing, Purchaser will assume, and thereafter will satisfy or perform when due, all Liabilities of Seller to be performed after such date relating to or arising out of the Closing DateCLO Management Agreements and all Liabilities of Seller as Collateral Manager to be performed after such date relating to or arising out of the CLO Collateral Administration Agreements, Purchaser which shall assumenot include any Liabilities of Seller to be performed under, perform and discharge all obligationsrelating to or arising out of any Retained Assets (collectively, duties, or liabilities of every type, known or unknown (the “Initial Assumed Liabilities”) arising from and after the Closing Date out of or in connection with (i) the Assumed Loan), and (iib) the Propertyat any Delayed Closing, including Purchaser will assume, and thereafter will satisfy or perform when due, all Liabilities arising from or of Seller to be performed after such date relating to the ownership or arising out of the Property CLO Management Agreement transferred at such Delayed Closing and all Liabilities of Seller as Collateral Manager to be performed after such date relating to or the operation arising out of the business conducted at the Facility on or after the Closing Date, including Liabilities CLO Collateral Administration Agreement relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) such CLO Management Agreement (collectively, “Delayed Closing Assumed Liabilities” and together with the Initial Assumed Liabilities and all other Delayed Closing Assumed Liabilities, the “Assumed Liabilities”). Effective as For the avoidance of the Closing Datedoubt, Purchaser shall assume the Mandatory Contracts together with any other Assumed Contracts, and Purchaser and Seller agree to execute, on or before the Closing, any and all documentation reasonably required to effectuate and/or evidence such assumption. (bi) Except as specifically provided in this Agreement, Purchaser will not assume any Liabilities of SellerSeller other than the Assumed Liabilities, and Seller (ii) no Taxes will be solely liable for, and will pay, discharge and perform, all Liabilities of Seller that do not constitute included as Assumed Liabilities and all (iii) Purchaser will not assume any Delayed Closing Assumed Liabilities arising from or relating to Seller’s ownership of until the Property or operation of the business conducted at the Facility prior to the applicable Delayed Closing Date, including Liabilities relating to the Excluded Assets, any Taxes of Seller or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, and any Environmental Liabilities arising from or relating to the Property or operation of the business conducted at the Facility prior to the Closing Date (collectively, the “Retained Liabilities”). Seller will retain, satisfy and perform when due, and to the extent provided in Article 7, will hold the Purchaser Indemnified Parties harmless and indemnify the Purchaser Indemnified Parties from and against, the Retained Liabilities.

Assumed Liabilities and Retained Liabilities. (a) Effective as As additional consideration for the purchase of the Closing DatePurchased Assets, Purchaser shall shall, at the Closing, assume, perform agree to perform, and discharge all obligationsin due course pay and discharge, dutiesthe following debts, or obligations and liabilities of every type, known or unknown (the “Liabilities”) arising from and after the Closing Date out of or in connection with (i) the Assumed Loan, and (ii) the Property, including all Liabilities arising from or Seller relating to the ownership of Facility, in each case in accordance with the Property terms thereof, except to the extent that such debts, obligations or the operation of the business conducted at the Facility liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or after the Closing Date, including Liabilities relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under or to the Resident Agreements extent the same arise out of any such breach or under other Rights being assumed by Purchaser as part default or out of the Propertyany event that, and (iv) all Liabilities arising on and after the Closing Date under giving of notice or with the Assumed Contracts lapse of time, or both, would constitute a breach or default by Seller (as defined below) (collectively, the “Assumed Liabilities”). Effective ): (i) all liabilities and obligations arising or accruing after the Closing under the Assigned Contracts, to the extent that such Assigned Contracts are either assigned to Purchaser as of the Closing DateDate or, if not so assigned, Purchaser shall assume receives the Mandatory Contracts together benefits thereof as contemplated by Section 14.02(b) of this Agreement; (ii) all liabilities and obligations to comply with any other Assumed Contracts, and Purchaser and Seller agree to execute, on or before the Assigned Permits in connection with the operation of the Facility after the Closing, ; (iii) all liabilities and obligations arising out of the ownership of the Assigned Intellectual Property after the Closing; (iv) Purchaser’s share of any prorated Taxes as provided in Section 14.06 below; and (v) all other liabilities and all documentation reasonably required obligations arising out of the ownership or operation of the Facility accruing after the Closing on the Closing Date and related to effectuate and/or evidence such assumptionany period after the Closing. (b) Except as specifically provided in for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement, Purchaser will not assume the Assumption Agreement, or any Liabilities of Sellerother ancillary agreement, or the transactions contemplated hereby or thereby, and Seller will be solely liable shall have no liability for, and will payany debts, discharge and perform, all Liabilities liabilities or obligations of Seller that do not constitute Assumed Liabilities and all Liabilities arising from of any nature, fixed or relating to Seller’s ownership of the Property contingent, known or operation of the business conducted at the Facility prior to the Closing Dateunknown, including Liabilities relating to the Excluded Assets, any Taxes of Seller Facility or arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date otherwise (including any Taxes for which Seller is responsible pursuant to this Agreement), any employment related or employee benefits related Liabilities arising from or relating to Seller’s ownership of the Property or operation of the business conducted at the Facility prior to the Closing Date, and any Environmental Liabilities arising from or relating to the Property or operation of the business conducted at the Facility prior to the Closing Date (collectively, the “Retained Liabilities”), including the following: (i) all liabilities and obligations arising out of or relating to the Retained Assets; (ii) all liabilities and obligations to comply with the Assigned Permits in connection with the operation of the Facility prior to the Closing; (iii) all liabilities and obligations arising out of the ownership of the Assigned Intellectual Property prior to the Closing; (iv) all liabilities and obligations of Seller for any federal, state, local or foreign Taxes for any periods prior to the Closing whether or not relating to the Facility, including liability for any tax adjustment relating to a period prior to the Closing that arises after the Closing Date and Seller’s share of any prorated Taxes as provided in Section 14.06 below; (v) all of Seller’s or its Affiliates’ liabilities and obligations for Seams Elimination Cost/Charge Adjustment/Assignment (SECA) charges under the Electric Interconnection Agreement or otherwise; (vi) all liabilities and obligations arising or accruing under the Assigned Contracts prior to the Closing; and (vii) all other liabilities and obligations arising out of the ownership or operation of the Facility accruing prior to the Closing. (c) This Section 2.05 is not intended to and shall not benefit any Person other than Seller and Purchaser. (d) All of the Retained Liabilities shall remain and be the debts, obligations and liabilities of Seller, and Purchaser shall have no liability or responsibility for any of the debts, obligations or liabilities arising therefrom.