Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Upon Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Upon Closingthe terms and subject to the conditions contained herein, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) shall assume all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including current obligations and liabilities of Seller concerning: set forth on attached EXHIBIT E (a) the use"Assumed Liabilities"), ownership which shall set forth the obligations and liabilities being assumed as of April 30, 1998. Buyer shall also assume the liabilities of Seller incurred in the ordinary course of Seller's business between April 30, 1998 and the Closing Date; provided, however, that no liabilities or operation obligations relating to obsolete inventory, or unrecorded or unwritten commitments to customers or distributors shall be assumed by Buyer. Buyer shall not assume and shall under no circumstances be responsible for, and Seller shall retain and be responsible for, any liabilities or obligations of Seller related to the Assets of Seller or the ownership Parent whatsoever, regardless of amount, character or operation of the Companiesdescription, (b) any obligations under or relating to any Contractswhether accrued, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreementscontingent, gas balancing agreementsdetermined, Hydrocarbons salesundetermined, processing, gathering known or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assetsunknown or otherwise, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (gwithout limitation) any obligation or liability for whatsoever arising from the dismantlingconduct of Seller's business or Parent's business at or prior to the Closing Date other than the Assumed Liabilities. Furthermore, decommissioningand without limiting in any way the foregoing, abandoning Buyer shall not assume and removing shall under no circumstances be responsible for, and Seller shall retain and be responsible for, any liabilities or obligations of Seller related to the Xxxxx employees, consultants and contractors of Seller or EquipmentParent whatsoever, regardless of amount, character or description, or whether accrued, contingent, determined, undetermined, known or unknown or otherwise, including (hwithout limitation) any obligation or liability for the cleaning upwhatsoever arising from any employment event or from any employment, restoration and/or remediation of the premises covered by consulting or contracting agreement related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation periods or liability regarding permits held by the Companies or transferred to Buyer and relating entered into prior to the Assets (all Closing. Without limiting the breadth of the foregoing provisions, Seller shall retain and be responsible for, any liabilities or obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to arising from any representation by Seller or arise out Parent concerning payment of the ownershipany salary continuation, use any representation by Seller or operation Parent concerning extension of the Excluded Assetsany termination date, any representation by Seller or (iii) Parent concerning payment of any other Claims for which termination allowance, any representation by Seller is required to indemnify Buyer pursuant to Section 3.9or Parent concerning payment of any retention allowance, Section 3.19, Article 4 any representation by Seller or Section 12.1Parent concerning payment of any accrued benefit and any representation by Seller or Parent concerning any continuation of any fringe benefit.

Assumed Liabilities. Upon As of the Closing, Buyer assumes and hereby agrees to fulfillassume, performsatisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Business as set forth on Schedule 3.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APPM or Buyer or any of their respective affiliates or subsidiaries be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, pay and discharge (or cause to be fulfilledresponsible or otherwise liable for, performed, paid any liability or discharged) all obligations and liabilities obligation of any kind whatsoever nature of Seller (whether or not related to the Business), or claims for such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown (the "Unassumed Liabilities"). Specifically, and without limiting the generality of the foregoing, other than the Assumed Liabilities, neither APPM nor Buyer nor any of their respective Affiliates or subsidiaries shall have any liability or obligation with respect to or arising from out of: (a) acts or omissions of Seller, its partners, agents or employees whether prior to or subsequent to the Closing Date, and whether or not in the ordinary course of business; (b) liabilities or obligations relating to or secured by any portion of either the Purchased Assets or the CompaniesBusiness prior to the Closing; (c) employee related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller, or payroll taxes payable or liabilities arising under any Employee Benefit Plan maintained by Seller); (d) liabilities or obligations of Seller, including those for attorneys' fees, arising out of any litigation or other proceeding pending as of the Closing Date in connection with the Business or any claim, whether known or unknown, not asserted and whether or not liquidated or contingent, and regardless of whether with respect to the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets Business arising from acts or the ownership failure to take any action by Seller or operation any of the Companiesits partners, (b) any obligations under agents or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according employees prior to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, Closing Date; (e) all Environmental Liabilitiesliabilities for any income or other tax, whether disputed or not, attributable to Seller and/or the Business for any period or transaction through the Closing; (f) properly pluggingexcept as set forth on Schedule 3.1, re-plugging and abandoning trade payables which arise prior to the Xxxxx, Closing; (g) claims by any obligation Payor or liability patient with respect to any matter or billing occurring prior to the Closing and for which payment is received by Seller prior to the dismantling, decommissioning, abandoning Closing; and removing of the Xxxxx or Equipment, (h) any other liability or obligation or liability of Seller. Buyer shall be responsible for all refunds required by Payors in the event such refund relates to the accounts receivable purchased by Buyer (but not to exceed the purchase price, determined on a pro rata basis, that Buyer paid for the cleaning up, restoration and/or remediation of the premises covered by or related particular accounts receivable required to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”be refunded); provided, Buyer does not assume (however, that Seller shall remain responsible for all other refunds which relate to revenue collected prior to Closing. A list of all refunds and Assumed Liabilities credits due as of the Closing Date shall not include): (i) the Retained be set forth on Schedule 3.1 hereto and such refunds and credits shall be deemed Unassumed Liabilities, (ii) any obligations or . All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. Seller shall supply confirmation that all past and current employment taxes through the Closing have been remitted to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1appropriate agencies in a timely manner.

Assumed Liabilities. Upon Closing, Buyer assumes and hereby The Lessee agrees to fulfill, perform, be bound by, pay assume and discharge (or cause to be fulfilledperform when due, performedall debts, paid or discharged) all liabilities and obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets LMM Airport Facility or the Companies, whether known LMM Airport Facility Operations to the extent arising out of or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior relating to, or based on actions occurring during the Term, but only to the extent such debts, liabilities or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership do not arise from or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating relate to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to breach by the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Authority of any revenues covenant, representation or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described warranty set forth in this Section 2.10 are collectively referred to as Agreement (collectively, the “Assumed Liabilities”); provided, Buyer does not assume (and however, that the Assumed Liabilities shall not include): , and the Authority shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts, liabilities and obligations, whether such debts, liabilities or obligations are initially charged to the Authority, the Lessee or any other Person, (i) with respect to the Retained Liabilities, Authority’s obligations under this Agreement; (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise arising out of the ownership, use or operation satisfaction of the Excluded Assets, or conditions precedent set forth in Section 2.4(a) of this Agreement; (iii) arising out of LMM Airport Facility Operations prior to the Time of Closing (including any other Claims for which Seller is debts, liabilities or obligations in existence at the Time of Closing that are required to indemnify Buyer pursuant be paid or performed upon the consummation of the transactions contemplated hereby to Section 3.9occur at the Time of Closing); (iv) with respect to the employment of any Authority Employee hired by the Lessee if such debts, Section 3.19liabilities and obligations arise under employment or labor Law or under any contracts or arrangements with or regarding such Employee and relate to, Article 4 or Section 12.1.were otherwise incurred or accrued during, the time period prior to or at the Time of Closing (including obligations in respect of benefits that had accrued but had not vested in favor of such Employee prior to the Time of Closing), including any unfunded compensation or other benefits or any pension or retirement fund liabilities at the Time of Closing; (v) with respect to any claim made by any Authority Employee not hired by the Lessee arising under employment or labor Law (except if such claim arises from the act or omission of the Lessee); (vi) with respect to any LMM Airport Facility Contracts that are not assigned to the Lessee; (vii) under any Environmental Law arising out of or relating to (A) any Additional Lands required by any Required Modifications, (B) any Additional Lands required by any Agreed Modifications in accordance with the terms thereof or

Assumed Liabilities. Upon Subject to the terms and conditions set forth herein, effective at the Closing, Buyer Purchaser hereby assumes and hereby agrees to fulfillpay, perform, be bound by, pay perform and discharge discharge: (or cause to be fulfilled, performed, paid or dischargeda) all obligations Liabilities of Seller under the Specified Contracts (including all royalty and liabilities milestone payments accrued on or after the Closing under (x) [*], but only to the extent such Liabilities (i) relate to the ownership of or conduct relating to the Purchased Assets or the Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date; (b) all Liabilities relating to the Purchased Assets or the Products, but only to the extent such Liabilities (i) relate to the ownership of or conduct relating to the Purchased Assets or the Products on or following the Closing Date or (ii) arise or are incurred on or following the Closing Date, including (A) all post-marketing approval studies, commitments and regulatory requirements of the FDA or any other Governmental Entity, (B) except as otherwise provided in the Pharmacovigilance Agreement, all pharmacovigilance activities for the Products and (C) all conduct of Purchaser or its Affiliates after the Closing (regardless of whether relating to the continuation of any kind whatsoever arrangements initiated by or on behalf of Seller prior to the Closing); (c) Purchaser’s portion of Transfer Taxes under Section 6.1; (d) any Taxes imposed with respect to, arising from out of or relating to the Assets Specified Business or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Purchased Assets or the ownership or operation of the Companies, (b) for any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, Post-Closing Tax Period; (e) all Environmental LiabilitiesLiabilities related to employment or service of the Transferring Employees with Purchaser or any Affiliate of Purchaser to the extent arising at any time following the Closing, including (i) salary, employee benefits and incentive compensation incurred, and any paid time off accruing, at any time following the Closing, and (ii) any obligations for severance, retention payments and benefits, and similar payments and benefits to the extent arising following the Closing (which, for the avoidance of doubt, shall not include the Excluded Payroll Obligations); (f) properly pluggingall retention and similar payments owed to the Transferring Employees, re-plugging and abandoning incurred as a result of or following the Xxxxx, transactions contemplated hereby (whether alone or in connection with concurrent or subsequent events); (g) any obligation employment, service, compensation or liability for benefit arrangements implemented by, or at the dismantlingrequest or direction of, decommissioningPurchaser or any of Purchaser’s Affiliates at any time whether prior to, abandoning and removing as of, or following the Closing (including any offer of employment or engagement with Purchaser or any Affiliate of Purchaser made prior to the Xxxxx Closing pursuant to this Agreement or Equipment, otherwise); (h) the employer portion of any obligation payroll, social security, employment, unemployment or liability for the cleaning up, restoration and/or remediation of the premises covered by similar Taxes arising from or related incurred or accrued with respect to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities amounts described in this Section 2.10 are collectively referred 2.3; (i) [*]; and (j) with respect to as any Action alleging unlawful conduct with respect to the Specified Business, Purchased Assets or Products that occurred exclusively following Closing, the full liability for such Action, or where such unlawful conduct is alleged to have occurred both in the period prior to Closing and the period following Closing, the liability for such Action in proportion to Purchaser and its Affiliates’ relative unlawful conduct (based on the respective time periods of such conduct and associated liabilities) ((a) through (j) collectively, the “Assumed Liabilities”); providedprovided that, Buyer does not assume (and the Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) include any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1set forth on Schedule 2.4.

Assumed Liabilities. Upon Buyer hereby assumes and agrees to undertake, pay, perform and/or discharge only (i) the Liabilities arising from and after the Closing Date pursuant to the Contracts set forth on Schedule 1(c)(i) and Schedule 1(c)(ii) attached hereto and the Leases set forth on Schedule 1(f)(i) and Schedule 1(f)(ii) attached hereto, but in each case only to the extent the Contract and/or Lease is not in default and only to the extent that the Liability relates to the performance of the applicable Contract and/or Lease by Buyer or its assignee after the Closing and from a set of circumstances that began after the Closing, Buyer assumes and hereby agrees (ii) the monthly lease rentals related to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller the Leases arising from or relating and after the Effective Date, but in each case only to the Assets or extent the Companies, whether known or unknown, liquidated or contingent, Lease is not in default and regardless only to the extent that the monthly lease rental relates solely to the period after the Effective Date (iii) any expenses incurred to purchase inventory for the period after the Effective Date (with the understanding that all purchases of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, inventory on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) Date shall be owned by the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental LawsBuyer), and (iiv) any obligation or liability regarding permits held by the Companies or transferred liabilities related to Buyer and relating to the Assets (all wages and/or salaries of the obligations Employees (who are Employees during the period between the Effective Date and liabilities described in this Section 2.10 are collectively referred to as the “Closing Date) incurred after the Effective Date (collectively, the "Assumed Liabilities”"); provided. For purposes of this Agreement, Buyer does not assume the term "Liability" shall mean any commitments, debts, liabilities, obligations (including contract and Assumed Liabilities shall not include): capitalization lease obligations), indebtedness, accounts payable, accrued expenses of any nature whatsoever, losses, damages and costs (i) the Retained Liabilities, (ii) whether any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownershipforegoing are known or unknown, use secured or operation of the Excluded Assetsunsecured, asserted or (iii) unasserted, absolute or contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated and/or due or to become due), including any other Claims liability or obligation for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Taxes.

Assumed Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer assumes the Purchaser and hereby agrees to fulfillthe Purchasing Subs shall assume from the Seller and the Selling Subs and thereafter pay, performperform or otherwise discharge in accordance with their terms, be bound byand shall indemnify the Seller, pay the Selling Subs and discharge their Affiliates from all of the liabilities and obligations (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller nature or kind, and whether based in common Law or statute or arising from under written contract or relating to the Assets or the Companiesotherwise, whether known or unknown, liquidated fixed or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior unaccrued, liquidated or unliquidated, real or potential) of the Seller and the Business Subs with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business other than the Excluded Liabilities, but including without limitation, other than the Excluded Liabilities the following: (i) liabilities and obligations with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business and arising after the Closing Date, (ii) liabilities and obligations, whether arising before or after the Closing Date, in connection with the Owned Real Property, the real property subject to Real Property Leases, the real property owned or leased, directly or indirectly, by any Transferred Sub or the operation of the Business (including liabilities and obligations arising under Environmental Laws (or other Laws) that relate to violations of Environmental Laws, including imposing liabilities or obligations for, activities conducted at, from or in connection with any of the foregoing, including exposure to the migration of materials from the foregoing); (iii) liabilities and obligations arising from any violation of Environmental Laws by the Purchaser, the Purchasing Subs or the Transferred Subs first occurring on or after the Effective Time, including Closing Date; (iv) liabilities and obligations in respect of the Assigned Contracts and Leases to the extent set forth in Section 1.4; (v) liabilities and obligations in connection with or arising out of Seller concerning: the requirement on and after the Closing Date that Purchaser obtain Financial Assurance that complies with the requirements of the Governmental Entities with jurisdiction over the Owned Real Property or the real property subject to Real Property Leases or the real property owned or leased by any Transferred Sub or any subsidiary of any Transferred Sub; (avi) liabilities which are included as part of the Working Capital; and (vii) the use, ownership or operation liabilities as of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Closing Date of any revenues Transferred Sub or proceeds attributable any subsidiary of any Transferred Sub (collectively, the liabilities and obligations that the Purchaser and the Purchasing Subs are assuming pursuant to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 1.3 are collectively referred to as the “"Assumed Liabilities”"); provided, Buyer does not assume (. All intercompany liabilities between the Business and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller BSSD will terminate immediately prior to the extent that they are attributable to or arise out of Closing except as provided in this Agreement and the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Ancillary Agreements.

Assumed Liabilities. Upon In accordance with the provisions of this Agreement, at the Closing, Buyer assumes the Purchaser (or any of the Purchasing Entities as the Purchaser may designate) will assume and hereby agrees to fulfillpay, perform, be bound by, pay perform and discharge when due only the following Liabilities of the Sellers (or cause collectively, the “Assumed Liabilities”) (and to be fulfilledthe extent any of the following Liabilities is incurred directly by Sellers after Closing, performed, paid or dischargedthe Purchaser shall reimburse the Sellers): (a) all obligations trade accounts payable reflected in line items on the Balance Sheet or incurred by the Sellers, including Section 5.2, between the Date of the Balance Sheet and liabilities the Closing (other than trade accounts payable to any Shareholder or any Affiliate of the Sellers); (b) all Liabilities arising at or after the Closing under the Included Contracts (except, in each case, for any kind whatsoever Liability arising out of Seller arising from or relating to (i) any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Contract or (ii) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure); (c) all Liabilities relating to benefits (including workers’ compensation, severance payments, bonus payments and unemployment benefits), compensation, termination or continuation of employment, misclassification or lack of delay or notice or other arrangements with respect to any Hired Employee or Hired Independent Contractors, in each case arising at or after the Closing; (d) all Liabilities for (i) Taxes relating to the Current Business, the Purchased Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or Assumed Liabilities for any taxable period beginning after the Effective Time, including obligations Closing Date and liabilities for the portion of Seller concerning: any Straddle Tax Period beginning on the date after the Closing Date and (aii) Taxes for which the use, Purchaser is liable pursuant to Article 8; and (e) all other Liabilities arising out of or relating to Purchaser’s (or its Affiliates’ or successors’) ownership or operation of the Current Business and the Purchased Assets at or after the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling Closing; and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.Dutch Transition Costs. 2.4

Assumed Liabilities. Upon As of the Closing, Buyer assumes and hereby agrees to fulfillassume, performsatisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Centers as set forth on Schedule 3.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APP, Buyer or any of their respective Affiliates be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, pay and discharge (or cause to be fulfilledresponsible or otherwise liable for, performed, paid any liability or discharged) all obligations and liabilities obligation of any kind whatsoever nature of Seller (whether or not related to the Centers), or claims for such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown (the "Unassumed Liabilities"). Specifically, and without limiting the generality of the foregoing, other than the Assumed Liabilities, neither APP, Buyer nor any of their respective Affiliates shall have any liability or obligation with respect to or arising from out of: (a) acts or omissions of Seller or any of its Affiliates whether prior or subsequent to the Closing Date, whether or not in the ordinary course of business; (b) liabilities or obligations relating to or secured by any portion of or act of either the Purchased Assets or the CompaniesCenters prior to the Closing; (c) employee related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller); (d) liabilities or obligations of Seller, including those for attorneys' fees, arising out of any litigation or other proceeding pending as of the Closing Date in connection with the Centers or any claim, whether known or unknown, not asserted and whether or not liquidated or contingent, and regardless of whether with respect to the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets Centers arising from acts or the ownership failure to take any action by Seller or operation any of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according its Affiliates prior to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, Closing Date; (e) all Environmental Liabilitiesliabilities for any income or other tax, whether disputed or not, attributable to Seller and/or the Centers for any period or transaction through the Closing; (f) properly pluggingexcept as set forth on Schedule 3.1, re-plugging and abandoning trade payables which arise prior to the Xxxxx, Closing; (g) claims by any obligation third party payor (including Medicare or liability for Medi-Cal) or patient with respect to any matter or billing occurring prior to the dismantling, decommissioning, abandoning Closing; and removing of the Xxxxx or Equipment, (h) any other liability or obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or Seller. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. The Seller shall supply confirmation that all past and current employment taxes through the Closing have been remitted to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1appropriate agencies in a timely manner.

Assumed Liabilities. Upon At the Closing, Buyer assumes Acquisition shall assume and hereby agrees agree to fulfillpay, performsatisfy, be bound by, pay perform and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations as the same shall become due only those specific liabilities in the amounts set forth on SCHEDULE 1.2 hereto and those post-Closing liabilities of any kind whatsoever of Seller arising from or relating to the Assets Assigned Contracts (collectively, the "ASSUMED LIABILITIES"), all as contemplated by Section 363(f) of the Bankruptcy Code pursuant to an Assignment and Assumption Agreement substantially in the form of EXHIBIT 1.2 hereto. The Purchasers will use commercially reasonable efforts to assume the customer Contracts of the Business as modified at the discretion of the Purchasers or enter into new Contracts with such customers. Each of the CompaniesContracts assumed hereunder (the "ASSIGNED CONTRACTS") is independently assumed subject to the representations, warranties, covenants and conditions made herein as to that Contract. Except as expressly set forth in this Section 1.2 and SCHEDULE 1.2 hereto, the Purchasers shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness, Contract or commitment of the Sellers, whether known or unknown, liquidated absolute or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior unaccrued, asserted or unasserted, or otherwise, including, but not limited to, (i) any liabilities, obligations, debts or commitments of the Sellers (a) incident to, arising out of or incurred with respect to this Agreement and the transactions contemplated hereby, (b) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the operation of the Business, prior to or on the Closing Date, (c) relating to or arising under any Employee Benefit Plan, (d) relating to any employees or former employees of the Sellers or any of their Subsidiaries who are not employed by the Purchasers on or after the Effective TimeClosing or otherwise relating to salaries, including obligations and liabilities of Seller concerning: (a) the usewages, ownership bonuses, severance or operation of the Assets retention pay or the ownership or operation of the Companiesbenefits accruing, (b) any obligations under or relating to any Contractsemployment or termination from employment, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according on or prior to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of HydrocarbonsClosing, (e) all relating to or arising under any Environmental LiabilitiesLaw on or prior to the Closing Date, or (fii) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or Taxes related to the Business or the Acquired Assets in accordance with applicable Contracts, Laws for all Tax periods (or portions thereof) ending on or prior to the Closing Date (including any and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all Taxes arising out of the obligations and liabilities described in this Section 2.10 are collectively referred transactions contemplated hereby) (collectively, the "EXCLUDED LIABILITIES"). The Sellers agree to retain each of the Excluded Liabilities as the “Assumed Liabilities”); provided, Buyer does not assume (and same shall become due. Acquisition's assumption of the Assumed Liabilities shall not include): (i) in no way expand the Retained Liabilities, (ii) any obligations rights or liabilities remedies of Seller third parties against Acquisition as compared to the extent that they are attributable to or arise out of rights and remedies which such parties would have had against the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Sellers had this Agreement not been consummated.

Assumed Liabilities. Upon Subject to and without limiting the Buyer’s right to indemnity under this Article XIV, the terms of Article IV and Article V (including Buyer’s rights and remedies arising thereunder), the special warranty of Defensible Title in the Conveyance Documents, or any adjustments to the Cash Consideration set forth in Section 2.3, effective as of Closing, Buyer hereby assumes and hereby agrees to fulfillpay, perform, be bound byfulfill, pay and discharge all obligations, duties, liabilities and other Losses with respect to, arising from, based upon, or attributable to the Assets, regardless of whether such obligations, duties, liabilities, and other Losses arose prior to, on, or after the Effective Time (collectively, and, for purposes of clarity excluding the Retained Liabilities the “Assumed Liabilities”), including (a) the Assumed Environmental Liabilities; (b) the administration and payment of the Suspense Funds (solely to the extent Buyer receives a downward adjustment to the Cash Consideration at Closing pursuant to Section 2.3 in respect thereof); (c) those applicable to or cause related to be fulfilledthe ownership, performeddevelopment, paid exploration, operation, and maintenance of the Assets and the production, transportation, processing, and marketing of Hydrocarbons from the Assets, including the payment of Property Expenses, whether imposed under or dischargedrequired by applicable Contracts, the Leases, applicable Law, or otherwise; (d) the administration and payment of Burdens on the Assets; (e) the Plugging and Abandonment Obligations; (f) except to the extent constituting Retained Liabilities under Section 14.2(h), Losses relating to or arising from any contamination or condition arising out of or attributable to any offsite disposal, removal, arrangement, or transportation of Hazardous Substances from the Assets as governed by applicable Law; (g) the performance and discharge of all obligations obligations, covenants, and liabilities of any kind whatsoever of Seller agreements arising from or relating to the Assets Leases and Contracts or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to agreements included within the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, ; (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, Buyer Taxes; and (i) the make-up and balancing obligations for gas from the Xxxxx, including any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”)Imbalance Volumes; provided, Buyer does not assume (and however, the Assumed Liabilities shall do not include): , in all instances, (iA) the Retained Liabilities, (iiB) any obligations or liabilities of Seller matters that are subject to indemnification pursuant to Section 14.3(b), and (C) Losses to the extent that they are attributable to caused by, arising out of, or arise out of the ownership, use or operation of resulting from the Excluded Assets. By assuming any liabilities or obligations in this Section 14.1, or (iii) Seller and Buyer do not intend to admit, and are not deemed to have admitted, any other Claims for which Seller is required liability to indemnify Buyer pursuant any third Person. Buyer’s assumption of the Assumed Liabilities shall not affect the Parties’ agreement with respect to adjustments to the Cash Consideration under Section 3.9, Section 3.19, Article 4 2.3 or Section 12.113.1.

Assumed Liabilities. Upon As of the Closing, Buyer assumes and hereby agrees to fulfillassume, performsatisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Center as set forth on Schedule 3.1 hereto that accrue after the Effective Time (i.e., specifically excluding any liabilities or obligations relating to the items set forth on Schedule 3.1 to the extent such liabilities or obligations accrued before the Effective Time) (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APPM, Buyer or any of their respective Affiliates be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, pay and discharge (or cause to be fulfilledresponsible or otherwise liable for, performed, paid any liability or discharged) all obligations and liabilities obligation of any kind whatsoever nature of Seller (whether or not related to the Center), or claims for such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown (the "Unassumed Liabilities"). Specifically, and without limiting the generality of the foregoing, other than the Assumed Liabilities, neither APPM, Buyer nor any of their respective Affiliates shall have any liability or obligation with respect to or arising from out of: (a) acts or omissions of Seller or any of its Affiliates whether prior or subsequent to the Closing Date, whether or not in the ordinary course of business; (b) liabilities or obligations relating to or secured by any portion of or act of either the Purchased Assets or the CompaniesCenter prior to the Closing; (c) employee related liabilities (including accrued wages, vacation, sick pay, severance pay, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller and further specifically including any claim by Stacx X. Xxxuglione); (d) liabilities or obligations of Seller, including those for attorneys' fees, arising out of any litigation or other proceeding pending as of the Closing Date in connection with the Center or any claim, whether known or unknown, not asserted and whether or not liquidated or contingent, and regardless of whether with respect to the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets Center arising from acts or the ownership failure to take any action by Seller or operation any of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according its Affiliates prior to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, Closing Date; (e) all Environmental Liabilitiesliabilities for any income, sales or other tax of any kind, whether disputed or not, attributable to Seller and/or the Center for any period or transaction through the Closing; (f) properly plugging, re-plugging and abandoning trade payables which arise prior to the Xxxxx, Closing; (g) claims by any obligation third party payor (including Medicare) or liability for patient with respect to any matter or billing occurring prior to the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, Closing; (h) any other liability or obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, Seller; and (i) any obligation or liability regarding permits held by under the Companies or transferred to Buyer real property lease between Garson Brothers 1232 L.P., as Landlord, and relating to the Assets Seller, as tenant, for common area maintenance (all of the obligations and liabilities described paid each year in this Section 2.10 are collectively referred to as the “Assumed Liabilities”arrears); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilitiestaxes, (ii) any obligations or etc., through May 31, 1998. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. The Seller shall supply confirmation that all past and current employment taxes through the Closing have been remitted to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1appropriate agencies in a timely manner.

Assumed Liabilities. Upon As of the Closing, Buyer assumes and hereby agrees to fulfillassume, performsatisfy or perform when due only those liabilities and obligations of Seller relating to operation of the Center as set forth on Schedule 2.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer shall not assume, nor shall APPM, Buyer or any of their respective affiliates be deemed to have assumed, guaranteed, agreed to perform or otherwise be bound by, pay and discharge (or cause to be fulfilledresponsible or otherwise liable for, performed, paid any liability or discharged) all obligations and liabilities obligation of any kind whatsoever nature of Seller (whether or not related to the Center), or claims for such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown (the "Unassumed Liabilities"). Specifically, and without limiting the generality of the foregoing, other than the Assumed Liabilities, neither APPM, Buyer nor any of their respective affiliates shall have any liability or obligation with respect to or arising from out of: (a) acts or omissions of Seller or any of its affiliates whether prior or subsequent to the Closing Date, whether or not in the ordinary course of business; (b) liabilities or obligations relating to or secured by any portion of or act of either the Purchased Assets or the CompaniesCenter prior to the Closing; (c) employee related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller); (d) liabilities or obligations of Seller, including those for attorneys' fees, arising out of any litigation or other proceeding pending as of the Closing Date in connection with the Center or any claim, whether known or unknown, not asserted and whether or not liquidated or contingent, and regardless of whether with respect to the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets Center arising from acts or the ownership failure to take any action by Seller or operation any of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according its Affiliates prior to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, Closing Date; (e) all Environmental Liabilitiesliabilities for any income or other tax, whether disputed or not, attributable to Seller and/or the Center for any period or transaction through the Closing; (f) properly pluggingexcept as set forth on Schedule 2.1, re-plugging and abandoning trade payables which arise prior to the Xxxxx, Closing; (g) claims by any obligation third party payor (including Medicare or liability for Medi-Cal) or patient with respect to any matter or billing occurring prior to the dismantling, decommissioning, abandoning Closing; and removing of the Xxxxx or Equipment, (h) any other liability or obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or Seller. All employment tax liabilities of Seller shall remain the Seller's responsibility for collection, remittance and tax filing purposes for the period through the Closing. The Seller shall supply confirmation that all past and current employment taxes through the Closing have been remitted to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1appropriate agencies in a timely manner.

Assumed Liabilities. Upon Closingand subject to the terms, Buyer conditions, representations and warranties of the Seller contained herein, and subject to Section 1.3(a), the Purchaser hereby assumes (i) any and hereby agrees to fulfill, perform, be bound by, pay and discharge (all Liabilities of the Seller or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities any Seller Affiliate of any kind whatsoever of Seller arising from kind, character or description, whether accrued, absolute, contingent or otherwise, to the extent relating to or arising out of the Assets operation or conduct of the Business or the Companies, whether known or unknown, liquidated or contingent, and regardless ownership of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, Purchased Assets on or after the Effective TimeClosing, (ii) all Taxes with regard to the Business or the Purchased Assets other than Excluded Taxes, (iii) the Purchaser Severance Liabilities, (iv) all Liabilities and obligations in respect of the Transferred Employees, including obligations all wages, salaries and liabilities other compensation and employee benefits (including any termination pay, severance pay, notice pay (contractual, statutory and/or common law), insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of Seller concerning: any Transactional Agreement), retirement and any other benefits, premiums, claims and related costs) to the extent relating to or arising out of their employment with the Purchaser or any Purchaser Affiliate on or after the Closing, (av) all Liabilities in connection with the Leases to the extent relating to or arising during the period on or after the Closing and (v) the use, ownership following Liabilities relating to or operation arising out of the Assets operation or conduct of the Business or the ownership or operation of the Companies, Purchased Assets prior to the Closing: (bA) any obligations Liabilities under or relating to any the Seller Contracts, (cB) furnishing makeup Hydrocarbons and/or settling Liabilities associated with outstanding service and paying for Imbalances according warranty commitments in connection with the sale of Products in the Ordinary Course of Business and (C) Liabilities associated with factory guarantees or warranty commitments pursuant to the terms sale of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, Products in the Ordinary Course of Business (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and Liabilities assumed under clauses (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets through (all v) of the obligations and liabilities described in this Section 2.10 are collectively referred to as 1.3(b) (collectively, the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1).

Assumed Liabilities. Upon Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same that are deemed to have arisen, accrued or are (a) attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (ai) the use, ownership or operation of the Assets or the ownership or operation of the CompaniesAssets, (bii) any obligations under or relating to any Contracts, (ciii) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (fiv) properly plugging, re-plugging and abandoning the XxxxxWxxxx, (gv) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx Wxxxx or Equipment, (hthe liabilities described in clauses (iv) any obligation or liability for and (v) are collectively referred to as the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws“P&A Obligations”), and (ivi) any obligation or liability regarding permits held by permits; and (b) subject to Seller’s Indemnity Obligations in Article 4, Environmental Liabilities (the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities matters described in clauses (a) and (b) of this Section 2.10 2.8 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.14.

Assumed Liabilities. Upon ClosingSubject to the terms and conditions set forth in this Agreement, including Section 2.4, the Buyer assumes shall assume and hereby agrees to fulfillpay, performdischarge and perform as and when due, be bound the following Liabilities (the “Assumed Liabilities”) (provided that the Assumed Liabilities shall not include the Excluded Liabilities): 2.3.1 All Liabilities which are caused by, pay and discharge (or cause to be fulfilledarise out of, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior toincurred, on or after in each case, in connection with the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation conduct of the CompaniesBusiness after the Closing Date. 2.3.2 All Liabilities associated with the Assets or the Business for which the Buyer is liable pursuant to ARTICLE 10 hereof. 2.3.3 All of the obligations expressly assumed by the Buyer pursuant to Section 6.9, including (a) the Buyer EPA Hardship Waiver Obligations, (b) any obligations under or relating to any Contracts, the Buyer’s Tulsa Global CAA Consent Decree Obligations and (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according the Buyer’s RCRA Corrective Action Permit Obligations. 2.3.4 All Liabilities with respect to the terms Continuing Employees arising on and after the Closing Date other than the Seller’s obligations as provided in Section 6.5 and all Liabilities arising out of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering any selection or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating pre-employment process applied by the Buyer to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing Current Employees. 2.3.5 All Liabilities of the Xxxxx Seller under open purchase orders or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and other accounts payable relating to the Assets (all that were entered into by the Seller in operation of the obligations Business in the Ordinary Course of Business prior to the Closing and liabilities described in this Section 2.10 are collectively referred which provide for the delivery of goods or services on or following the Closing. 2.3.6 Except to as the extent constituting Retained Environmental Liabilities, all Liabilities, Environmental Liabilities and Costs of Environmental Compliance resulting or arising from, or attributable to any of the following (“Assumed Environmental Liabilities”)): 2.3.6.1 an event or occurrence (including any Release of Hazardous Substances) on or after the Closing Date resulting from mechanical defects or flaws in the Assets other than the land itself as of the Closing Date or by a failure before the Closing Date to maintain such Assets, regardless of whether such condition or state constitutes a violation of Environmental Laws; provided2.3.6.2 the condition of Equipment or other Assets that constitute tangible personal property as of the Closing; 2.3.6.3 the construction, modification, expansion, reconstruction, shutdown, demolition, operation or use of the Assets or any other assets by the Buyer does not assume (and Assumed Liabilities shall not include): (i) after the Retained LiabilitiesClosing Date, (ii) but excluding any obligations investigations or liabilities preparatory or exploratory measures conducted in anticipation of Seller the foregoing to the extent that they are attributable to conducting any such investigations or arise out preparatory or exploratory measures is reasonable under the standard of a prudent businessman, who would be fully responsible (without the benefit of the ownership, use or operation remedies against the Seller as contemplated herein) for the consequences of his decisions (the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.“Prudent Businessman Standard”);

Assumed Liabilities. Upon Closing, the Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller the Sellers arising from or relating to the Assets or the CompaniesWPP Interests, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller the Sellers concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the CompaniesWPP Interests, (b) any obligations under or relating to any Contractsapplicable contracts, (c) furnishing makeup Hydrocarbons hydrocarbons and/or settling and paying for Imbalances gas imbalances) according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons hydrocarbons sales, processing, gathering or transportation Contracts contracts and other Contractscontracts, (d) paying all obligations (including obligations relating to prior underpayments) owed to working interest, royalty, overriding royalty, net profits royalty and other interest owners and operators relating to the AssetsWPP Interests, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbonshydrocarbons, (e) all Environmental Liabilities, any taxes other than income taxes of the Sellers attributable to the WPP Interests for any period or portion thereof beginning on or after the Effective Time; (f) properly plugging, re-plugging and abandoning the Xxxxxxxxxx (including, but not limited to, all usual and normal prudent operations for the plugging, abandonment, surface restoration, site clearance, and disposal of related waste material, including, but not limited to, NORM and asbestos, and of all oil, gas, injection, water or other xxxxx, sumps, pits, ponds, tanks, impoundments, foundations, pipelines, structures and equipment of any kind or description on the WPP Interests, in compliance with all applicable contractual obligations and applicable rules and regulations of governmental bodies having jurisdiction over the WPP Interests, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx WPP Interests or Equipmentequipment associated therewith, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets WPP Interests in accordance with applicable Contractsany agreement, Laws laws and regulations, (i) any and all liabilities, responsibilities, claims, losses, expenses, costs, liens, penalties and fines, incurred or imposed pursuant to any order, notice of responsibility, directive (including requirements embodied in environmental laws), injunction, judgment or similar ruling or act (including settlements) by any governmental authority to the extent arising out of any violation of, or remedial obligation under, any environmental law that is attributable to (or for which any liability or responsibility is incurred or imposed as a result of) the ownership or operation of the WPP Interests prior to, at or after Closing or pursuant to any claim or cause of action by a governmental authority or other person for personal injury, death, property damage, damage to natural resources, remediation or response costs, or similar costs or expenses to the extent arising out of a release of any hazardous materials or any violation of, or any remediation obligation under, any environmental laws that is attributable to (or for which any liability or responsibility is incurred or imposed as a result of) the ownership or operation of the WPP Interests prior to, at or after Closing (“Environmental Laws, Liabilities”) and (ij) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 3.1 are collectively referred to as the “Assumed Liabilities”); provided, the Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, Liabilities (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1as defined hereafter).

Assumed Liabilities. Upon Closing, Buyer assumes and hereby agrees to assume, bear, fulfill, perform, be bound by, pay and discharge (or cause to be assumed, borne, fulfilled, performed, paid or discharged) all Claims and other obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the CompaniesAssets, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the CompaniesAssets, (b) any obligations under or relating to any Contracts, specifically including all obligations of each member of the Seller Group under the Xxxxx Agreements, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts Contracts, and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable ContractsContracts and Laws, Laws and including all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 2.9 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.111.

Assumed Liabilities. Upon At Closing, Buyer assumes and hereby agrees to fulfillPurchaser shall assume all liability, performobligation, be bound bydamage, pay and discharge (loss, diminution in value, cost or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities expense of any kind whatsoever of Seller arising from or relating to the Assets or the Companiesnature whatsoever, whether accrued or unaccrued, actual or contingent, known or unknown, liquidated foreseen or contingentunforeseen (collectively, and regardless of whether the same are deemed to have arisen“Liabilities”), accrued or are attributable to periods prior arising from, relating to, or otherwise in connection with the Property to the extent either (a) arising on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership Closing Date or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according which Purchaser receives a credit to the terms Purchase Price. Purchaser shall indemnify and hold harmless Seller and Lender and each of applicable operating agreementstheir respective shareholders, gas balancing agreementsmembers, Hydrocarbons salesconsultants, processingrepresentatives, gathering or transportation Contracts officers, employees and other Contractsaffiliates (collectively, (dthe “Seller-Lender Indemnified Parties”) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of from any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Lawsclaims, and liens, costs, causes of action, damages, expenses, losses or other liabilities, including, without limitation, reasonable attorneys’ fees (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as collectively, the “Assumed LiabilitiesIndemnified Claims”); provided, Buyer does not assume (and Assumed arising out of Purchaser’s failure to pay or discharge the Liabilities assumed by Purchaser as set forth above. Seller shall not include): (i) retain all Liabilities arising from, relating to, or otherwise in connection with the Retained Liabilities, (ii) any obligations or liabilities of Seller Property to the extent that they are attributable arising prior to or arise the Closing Date other than such Liabilities for which Purchaser receives a credit to the Purchase Price. Seller shall indemnify and hold harmless Purchaser and its shareholders, members, consultants, representatives, officers, employees and affiliates (collectively, the “Purchaser Indemnified Parties”) from any and all Indemnified Claims arising out of Seller’s failure to pay or discharge the ownership, use or operation of Liabilities retained by Seller as set forth above. The parties’ rights and obligations under this Section 2.3 shall survive the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Closing.

Assumed Liabilities. Upon ClosingPurchaser shall assume and ------------------- thereafter pay, Buyer assumes perform or otherwise discharge, as and hereby agrees to fulfillwhen the same shall become due and payable, performand shall hold Seller and its affiliates harmless from, be bound byany liabilities, pay and discharge obligations or expenses relating to, arising out of, or in connection with (or cause to be fulfilled, performed, paid or dischargeda) all obligations arising under the Contracts and liabilities of any kind whatsoever of Seller arising the Real Property Lease which relate to facts, occurrences or circumstances occurring from or relating to and after the Assets or the Companies, whether known or unknown, liquidated or contingentClosing Date, and regardless of whether (b) the same are deemed to have arisenliabilities recorded in accordance with GAAP in a manner consistent with the presentation on Schedule 2.5 for the following balance sheet accounts for the Business: (i) accrued incentive, (ii) accrued or are attributable to periods prior towages, on or after (iii) accrued legal fees, (iv) accrued commissions, (v) customer allowances - 2003, (vi) customer allowances - 2004 and (vii) accrued royalty payments (clause (i) through (vii) collectively, the Effective Time, including obligations and liabilities of Seller concerning: "Closing Date Accruals") --------------------- (clause (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, and (b) collectively, the "Assumed Liabilities"). Notwithstanding ------------------- anything to the contrary contained in this Section 1.3, the Assumed Liabilities shall not include (s) accounts payable; (t) any obligations obligation or liability whatsoever arising under or relating to any ContractsPlan (except to the extent included in the Closing Date Accruals or otherwise provided in Section 4.10), including but not limited to, the WKI Holding Company, Inc. Long Term Incentive Plan, WKI and OXO Guidelines; (u) amounts payable to Dresdner Kleinwort Wasserstein under Section 2.19; (v) any claims or suits relating to pxxxxxx xxxxility with respect to the Business arising out of facts or circumstances occurring prior to the Closing Date, (cw) furnishing makeup Hydrocarbons and/or settling and paying any obligations of Seller under this Agreement or any of the Ancillary Agreements, (x) any liabilities or obligations of Seller for Imbalances according Taxes arising out of the operation of the Business or the ownership of the Purchased Assets for any period (or portion thereof) ending on or before the close of business on the Closing Date, (y) any liabilities or obligations relating primarily to the terms Excluded Assets or (z) Closing Date Accruals in excess of applicable operating agreements$5 million on the Closing Date (collectively, gas balancing agreementsthe "Excluded Liabilities"). Except -------------------- for the Assumed Liabilities or as otherwise expressly provided herein, Hydrocarbons salesPurchaser shall not assume by virtue of this Agreement, processingand shall have no liability for, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share any liabilities of any revenues or proceeds attributable to production or sales of HydrocarbonsSeller (including, (e) all Environmental Liabilitieswithout limitation, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or those related to the Assets in accordance with applicable ContractsBusiness) of any kind, Laws and all Environmental Laws, and (i) any obligation character or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller description to the extent that they are attributable to or arise arising out of facts, occurrences or circumstances occurring prior to the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Closing Date.

Assumed Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer assumes the Purchaser and hereby agrees to fulfillthe Purchasing Subs shall assume from the Seller and the Selling Subs and thereafter pay, performperform or otherwise discharge in accordance with their terms, be bound byand shall indemnify the Seller, pay the Selling Subs and discharge their Affiliates from all of the liabilities and obligations (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller nature or kind, and whether based in common Law or statute or arising from under written contract or relating to the Assets or the Companiesotherwise, whether known or unknown, liquidated fixed or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior unaccrued, liquidated or unliquidated, real or potential) of the Seller and the Business Subs with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business other than the Excluded Liabilities, but including without limitation, other than the Excluded Liabilities the following: (i) liabilities and obligations with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business and arising after the Closing Date, (ii) liabilities and obligations, whether arising before or after the Closing Date, in connection with the Owned Real Property, the real property subject to Real Property Leases, the real property owned or leased, directly or indirectly, by any Transferred Sub or the operation of the Business (including liabilities and obligations arising under Environmental Laws (or other Laws) that relate to violations of Environmental Laws, including imposing liabilities or obligations for, activities conducted at, from or in connection with any of the foregoing, including exposure to the migration of materials from the foregoing); (iii) liabilities and obligations arising from any violation of Environmental Laws by the Purchaser, the Purchasing Subs or the Transferred Subs first occurring on or after the Effective Time, including Closing Date; (iv) liabilities and obligations in respect of the Assigned Contracts and Leases to the extent set forth in Section 1.4; (v) liabilities and obligations in connection with or arising out of Seller concerning: the requirement on and after the Closing Date that Purchaser obtain Financial Assurance that complies with the requirements of the Governmental Entities with jurisdiction over the Owned Real Property or the real property subject to Real Property Leases or the real property owned or leased by any Transferred Sub or any subsidiary of any Transferred Sub; (avi) liabilities which are included as part of the Working Capital; and (vii) the use, ownership or operation liabilities as of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Closing Date of any revenues Transferred Sub or proceeds attributable any subsidiary of any Transferred Sub (collectively, the liabilities and obligations that the Purchaser and the Purchasing Subs are assuming pursuant to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 1.3 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (. All intercompany liabilities between the Business and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller BSSD will terminate immediately prior to the extent that they are attributable to or arise out of Closing except as provided in this Agreement and the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Ancillary Agreements.

Assumed Liabilities. Upon ClosingOn the Closing Date and immediately following consummation of the Stock Acquisition, Buyer assumes and hereby agrees Arrow shall assume from the Company and, without waiving, releasing discharging or terminating in any respect the right to fulfillsuch indemnification from or other undertaking of, perform, be bound byPfizer under the Stock Purchase Agreement, pay and discharge perform, without duplication (i) except for liabilities referred to in the second sentence of Section 1.4, all obligations and liabilities of the Company outstanding as of the Closing Date that are related to or cause to be fulfilledarise from the Pump Business, performedexcluding, paid or dischargedhowever, such liabilities and obligations that are retained by and are the responsibility of Pfizer under the Stock Purchase Agreement, (ii) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Company which arise in connection with the Purchased Assets or the Companies, whether known or unknown, liquidated or contingent, on and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective TimeClosing Date (including without limitation any personal injury or property damage whatsoever caused by or through any of the Purchased Assets and any taxes, including obligations interest and liabilities penalties which arise after the Closing Date as a result of Seller concerning: (a) the use, Arrow's ownership or operation of the Assets Pump Business), (iii) all obligations and liabilities of the Company under the Lease Agreement and all obligations and liabilities of the Company for the Plant, except (x) for those created after the Closing by Horizon or the ownership or operation of the CompaniesCompany, (by) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets as otherwise provided in accordance with applicable Contracts, Laws and all Environmental Laws, Section 9.4 hereof and (iz) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of for the obligations and liabilities that are retained by and are the responsibility of Pfizer under the Stock Purchase Agreement, (iv) all obligations and liabilities of the Company to each of the "Arrow Employees" listed on Schedule 1.3 hereto, excluding, however, such obligations and liabilities that are retained by and are the responsibility of Pfizer under the Stock Purchase Agreement, and (v) all obligations under the agreements, instruments, indentures, commitments and undertakings referred to on Schedule 1.1 hereto as the "Assigned Contracts" provided, however, that to the extent any such Assigned Contract is only partially assigned to Arrow (as is the case with each Assigned Contract marked with an asterisk on Schedule 1.1), Arrow shall assume liabilities and obligations thereunder only to the extent such liabilities and obligations pertain to rights assigned to Arrow (all of such liabilities and obligations in above clauses (i), (ii), (iii), (iv), and (v), but specifically excluding those described in this Section 2.10 1.4 below, are collectively hereinafter referred to as the “"Assumed Liabilities”"); provided, Buyer does not assume (. With respect to any of the above-described obligations and liabilities that would be Assumed Liabilities shall not include): (i) except that such liabilities and obligations were retained by and are the Retained Liabilities, (ii) any obligations or liabilities responsibility of Seller Pfizer under the Stock Purchase Agreement; solely to the extent that they such obligations and liabilities are attributable to retained by and the responsibility of Pfizer under the Stock Purchase Agreement, neither Horizon nor the Company will be responsible for or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant pay such obligations and liabilities, and, solely to Section 3.9such extent, Section 3.19Arrow, Article 4 or Section 12.1if necessary, will pay such obligations and liabilities and seek indemnification from Pfizer under the Stock Purchase Agreement for such obligations and liabilities.

Assumed Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, upon the Closing, Buyer assumes and hereby agrees to fulfillassume and discharge i. the liabilities of Seller related to the Contracts and the Leases, performii. such other liabilities of Seller relating to additional contracts, agreements and leases of Seller as Buyer shall have agreed in writing to assume, iii. the obligations of Seller relating to customer prepayments or deposits, iv. any and all accrued vacation pay of Seller's employees, through November 30, 1999, v. any and all state sales taxes, interest and penalties owed, owing or to be bound byowed by Seller, vi. any and all unemployment taxes, interest and penalties owing or to be owed by Seller, vii. as to employees or former employees of Seller, any and all liabilities, costs, losses, fees or charges arising from, through or in any manner related to the duties and obligations of the employer-sponsor of viii. the Dental Policy, ix. the Long Term Policy, x. the Short Term Policy, xi. the 401(k) Plan, related Trust Agreement and Services Agreement, xii. the Xxxxxxx Communications, Inc., Employee Benefit Plan and related trust agreement, services agreement and stop-loss policy, and xiii. Xxxxxxx Companies Flexible Benefit Plan and Plan Supervisor Agreement, xiv. any and all liabilities and obligations relating to the Business of Seller accrued or incurred from September 1, 1999, until the Closing, and xv. any and all other liabilities or obligations of Seller as Buyer may hereafter agree to assume (collectively, the "Assumed Liabilities"); provided, however, that Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (a) and (b) of this Section 1.4 (collectively, the "Primary Assumed Liabilities") in the aggregate exceeding $1,105,472.10; and, provided further, that (x) Buyer shall not be obligated to assume and discharge Assumed Liabilities attributable to subsections (c) through (i) of this Section 1.4 (collectively, the "Secondary Assumed Liabilities") in the aggregate exceeding $1,000,000, and (y) Buyer shall pay and discharge in full all those Secondary Assumed Liabilities described in Subsections (or cause to be fulfillede) and (f) of this Section 1.4 within seven (7) days of the date of this Agreement. Except for the Assumed Liabilities described in this Section 1.4, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingentBuyer shall not assume, and regardless of whether the same are deemed to have arisenSeller shall pay, accrued compromise or are attributable to periods prior tootherwise provide for all debts, on or after the Effective Time, including obligations and liabilities of Seller concerning: (awhether absolute, contingent, fixed or otherwise) the use, ownership occurring or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators otherwise relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related period prior to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and Closing Date (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the "Seller Retained Liabilities, (ii) any obligations or liabilities "). Any Encumbrance which relates to an Assumed Liability shall be a "Permitted Encumbrance" for purposes of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1this Agreement.

Assumed Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer assumes shall assume and hereby agrees agree to fulfillpay, performdischarge and perform when due, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all Seller’s obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) arising under the useReal Property Lease and the Assumed Contracts, ownership but specifically excluding any liability or operation obligation relating to or arising out of such Assumed Contract or Real Property Lease as a result of (i) any breach of such Assumed Contract or Real Property Lease on the part of Seller occurring on or prior to the Closing Date, (ii) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date including, without limitation, any violation by Seller of any Legal Requirement applicable to the offer and sale of the Assets Franchises or the ownership relationship between Seller and the Franchisees under the Franchise Agreements or operation of (iii) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand arising against Seller on or prior to the Companies, Closing Date; (b) with respect to the audit by Hxxxxx & Pxxxxxx Company of Seller’s financial statements at December 31, 2006 and for the fiscal year then ended, but specifically excluding any obligations under or relating to any Contractsexpenses incurred in connection with other services performed for Seller by Hxxxxx & Pxxxxxx Company, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to refund initial franchise fees to domestic Franchisees who are or become entitled to refunds in accordance with their Franchise Agreements (the “Contingent Initial Fee Refunds”) in an amount not to exceed the amount of funds released from the Escrow Accounts (as determined based on the balance of such accounts as of the Closing Date) to the terms of applicable operating agreementsBuyer, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contractsif any, (d) paying all obligations owed with respect to working interestaccounts and claims payable in the ordinary course of business from the Advertising Fund, royaltythe Escrow Accounts, overriding royaltythe Gift Certificate Accounts and the Gift Card Pooled Account, net profits and other interest owners and operators relating in each case to the Assetsextent Seller has transferred to Buyer in each such account cash equal to or in excess of the aggregate amount necessary to satisfy such claims payable or, including their share with respect to the Advertising Fund, has provided Buyer a budget showing the source of any revenues or proceeds attributable funds to production or sales of Hydrocarbons, satisfy such claims as they become payable; (e) all Environmental Liabilities, arising out of the operation of the Business to the extent that such duties accrue on and after the Closing Date based on the operation of the Business by Buyer following the Closing; (f) properly plugging, re-plugging the Dull Payment; and abandoning the Xxxxx, (g) any obligation or liability for the dismantlingother liabilities of a type and amount expressly identified on Schedule 2.3 (collectively, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Upon ClosingOn the Closing Date, Buyer shall deliver to the Sellers an undertaking (the "Assumption Agreement") in the form attached hereto as Exhibit A whereby Buyer, on and as of the Closing Date, assumes and hereby agrees to fulfillpay, perform, be bound by, pay perform and discharge (or cause when due, subject to be fulfilledthe provisions of Section 1.6, performed, paid or discharged) all the liabilities and obligations and liabilities of any kind whatsoever of Seller arising from or the Sellers relating to the Assets R.V. Division business or the CompaniesAssets, whether arising before or after the Closing Date and whether known or unknown, liquidated fixed or contingent, and regardless of whether to the extent the same are unpaid, undelivered or unperformed on the Closing Date, including but not limited to: (1) all obligations relating to the R.V. Division business under contracts, commitments and agreements (except those obligations relating to contracts specifically excluded from the transfers contemplated hereby), including, without limitation, commitments for advertising, all unfulfilled purchase orders and sales commitments; (2) all liabilities and obligations for returns of R.V. Division products sold prior to the Closing Date; (3) all liabilities and obligations for trade promotion programs (including, without limitation, trade allowance programs), consumer promotions and other marketing programs applicable to R.V. Division products; (4) all obligations under the licenses, permits or franchises of the R.V. Division except those disclosed on Schedule 1.1(g) hereto; (5) all current liabilities and accrued liabilities (excluding taxes referenced in 1.6(a)) arising out of the operations of the R.V. Division, including, but not limited to, (i) all products liability claims with respect to products manufactured by the Sellers, (ii) all liabilities related to the presence, disposal, escape, seepage, leakage, discharge, emission, release or threatened release of any substances or materials or (iii) all liabilities related to or arising from the laws and regulations governing the manufacture or sale of motor or recreational vehicles) and (6) all liabilities and obligations for any taxes and expenses described as obligations of the Buyer in Section 9.2 hereof. Buyer is not assuming, nor shall be deemed to have arisenassumed, accrued any liability or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation obligation of the Assets Sellers or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Company of any revenues kind or proceeds attributable to production nature whatsoever, except as expressly provided in this Agreement or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging the Assumption Agreement. The liabilities and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered obligations assumed by or related to the Assets Buyer in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 1.5 are collectively sometimes hereinafter referred to as the “"Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1".

Assumed Liabilities. Upon On the terms and subject to the conditions and limitations set forth in this Agreement, the Acquiror hereby agrees, effective at the time of the Closing, Buyer assumes to assume and hereby agrees agree to fulfillpay, performdischarge and perform all liabilities, be bound by, pay commitments and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations of every kind and liabilities description of any kind whatsoever of Seller arising from or the Asset Sellers relating to the Transferred Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the CompaniesBusiness, (bi) any including all liabilities and obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or Intellectual Property infringement related to the Assets in accordance with applicable ContractsBusiness, Laws (ii) Taxes, benefits and all Environmental Laws, compensation for which the Acquiror bears the ultimate responsibility pursuant to this Agreement and (iiii) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all applicable Requirements of Law of the obligations U.S. Food and liabilities described in this Section 2.10 are collectively referred Drug Administration or other comparable Governmental Authorities for the installed base of Products and any other Products that the Business manufactures, distributes or otherwise has possession of, including Requirements of Law pertaining to as registration and device listing, product application approvals, preclinical and clinical investigations, medical device reporting, corrections and removals reporting, recalls, complaint handling, good manufacturing practices and quality systems regulation, device tracking, import and export procedures, radiological devices and product labeling, advertising and promotion (collectively, the “Assumed Liabilities”); provided, Buyer does however that the Acquiror is not assume assuming or agreeing to pay or discharge any (and Assumed Liabilities shall not include): (i1) the Retained LiabilitiesDebt, (ii2) Liability of the Asset Sellers directly relating to or arising under any Excluded Asset, (3) intercompany obligations, including payables and receivables, (4) fees, expenses or other disbursements incurred by or on behalf of Instrumentarium in connection with this Agreement or the transactions contemplated hereby, except as otherwise provided in this Agreement, (5) Liability for Taxes, employment benefits and compensation for which Instrumentarium or the Asset Sellers bear the ultimate responsibility pursuant to an obligation to retain, indemnify or reimburse under this Agreement, (6) any obligations or liabilities Liabilities and expenses arising from the termination of Seller former SMI distributors terminated after the acquisition of SMI by Instrumentarium, including those set forth in Section 2.02(c)(6) of the Disclosure Schedule, (7) any Liabilities and expenses arising from the termination prior to the extent that they are attributable to or arise out date of this Agreement of former SMI employees terminated for purposes of a reduction in work force after the acquisition of SMI by Instrumentarium, including those set forth in Section 2.02(c)(7) of the ownership, use or operation of the Excluded Assets, or Disclosure Schedule and (iii) 8) any other Claims for which Seller is required to indemnify Buyer Liabilities excluded pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1the Transaction Accounting Principles (all such Debt and Liabilities not being assumed being herein referred to as the “Excluded Liabilities”).

Assumed Liabilities. Upon ClosingPurchaser shall assume and thereafter pay, Buyer assumes perform or otherwise discharge, as and hereby agrees to fulfillwhen the same shall become due and payable, performand shall hold Seller and its affiliates harmless from, be bound byany liabilities, pay and discharge obligations or expenses relating to, arising out of, or in connection with (or cause to be fulfilled, performed, paid or dischargeda) all obligations arising under the Contracts and liabilities of any kind whatsoever of Seller arising the Real Property Lease which relate to facts, occurrences or circumstances occurring from or relating to and after the Assets or the Companies, whether known or unknown, liquidated or contingentClosing Date, and regardless of whether (b) the same are deemed to have arisenliabilities recorded in accordance with GAAP in a manner consistent with the presentation on Schedule 2.5 for the following balance sheet accounts for the Business: (i) accrued incentive, (ii) accrued or are attributable to periods prior towages, on or after (iii) accrued legal fees, (iv) accrued commissions, (v) customer allowances - 2003, (vi) customer allowances - 2004 and (vii) accrued royalty payments (clause (i) through (vii) collectively, the Effective Time, including obligations and liabilities of Seller concerning: "Closing Date Accruals") (clause (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, and (b) collectively, the "Assumed Liabilities"). Notwithstanding anything to the contrary contained in this Section 1.3, the Assumed Liabilities shall not include (s) accounts payable; (t) any obligations obligation or liability whatsoever arising under or relating to any ContractsPlan (except to the extent included in the Closing Date Accruals or otherwise provided in Section 4.10), including but not limited to, the WKI Holding Company, Inc. Long Term Incentive Plan, WKI and OXO Guidelines; (u) amounts payable to Dresdner Kleinwort Wasserstein under Section 2.19; (v) any claims or suits relating to prxxxxx xxxxxlity with respect to the Business arising out of facts or circumstances occurring prior to the Closing Date, (cw) furnishing makeup Hydrocarbons and/or settling and paying any obligations of Seller under this Agreement or any of the Ancillary Agreements, (x) any liabilities or obligations of Seller for Imbalances according Taxes arising out of the operation of the Business or the ownership of the Purchased Assets for any period (or portion thereof) ending on or before the close of business on the Closing Date, (y) any liabilities or obligations relating primarily to the terms Excluded Assets or (z) Closing Date Accruals in excess of applicable operating agreements$5 million on the Closing Date (collectively, gas balancing agreementsthe "Excluded Liabilities"). Except for the Assumed Liabilities or as otherwise expressly provided herein, Hydrocarbons salesPurchaser shall not assume by virtue of this Agreement, processingand shall have no liability for, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share any liabilities of any revenues or proceeds attributable to production or sales of HydrocarbonsSeller (including, (e) all Environmental Liabilitieswithout limitation, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or those related to the Assets in accordance with applicable ContractsBusiness) of any kind, Laws and all Environmental Laws, and (i) any obligation character or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller description to the extent that they are attributable to or arise arising out of facts, occurrences or circumstances occurring prior to the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1Closing Date.

Assumed Liabilities. Upon Closing, Buyer assumes and hereby The Lessee agrees to fulfill, perform, be bound by, pay assume and discharge (or cause to be fulfilledperform when due, performedall debts, paid or discharged) all liabilities and obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets LMM Airport Facility or the Companies, whether known LMM Airport Facility Operations to the extent arising out of or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior relating to, or based on actions occurring during the Term, but only to the extent such debts, liabilities or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership do not arise from or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating relate to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to breach by the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Authority of any revenues covenant, representation or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described warranty set forth in this Section 2.10 are collectively referred to as Agreement (collectively, the “Assumed Liabilities”); provided, Buyer does not assume (and however, that the Assumed Liabilities shall not include): , and the Authority shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts, liabilities and obligations, whether such debts, liabilities or obligations are initially charged to the Authority, the Lessee or any other Person, (i) with respect to the Retained Liabilities, Authority’s obligations under this Agreement; (ii) arising out of the satisfaction of the conditions precedent set forth in Section 2.4(a) of this Agreement; (iii) arising out of LMM Airport Facility Operations prior to the Time of Closing (including any debts, liabilities or obligations in existence at the Time of Closing that are required to be paid or performed upon the consummation of the transactions contemplated hereby to occur at the Time of Closing); (iv) with respect to the employment of any Authority Employee hired by the Lessee if such debts, liabilities and obligations arise under employment or labor Law or under any contracts or arrangements with or regarding such Employee and relate to, or were otherwise incurred or accrued during, the time period prior to or at the Time of Seller Closing (including obligations in respect of benefits that had accrued but had not vested in favor of such Employee prior to the Time of Closing), including any unfunded compensation or other benefits or any pension or retirement fund liabilities at the Time of Closing; (v) with respect to any claim made by any Authority Employee not hired by the Lessee arising under employment or labor Law (except if such claim arises from the act or omission of the Lessee); (vi) with respect to any LMM Airport Facility Contracts that are not assigned to the Lessee; (vii) under any Environmental Law arising out of or relating to (A) any Additional Lands required by any Required Modifications, (B) any Additional Lands required by any Agreed Modifications in accordance with the terms thereof or (C) the ownership, operation or condition of the LMM Airport Facility (including the LMM Airport Facility Assets) at any time prior to the Time of Closing, including any noncompliance with Environmental Law that existed at or prior to the Time of Closing and continued after the Time of Closing, or (D) any Hazardous Substance or other contaminant that was present or Released on or migrated or escaped from or was Released from the LMM Airport Facility (including the LMM Airport Facility Assets) or otherwise existed at any time prior to the Time of Closing (a “Pre-Existing Hazardous Substance”), to the extent the Release or condition is not exacerbated as a result of the Lessee’s negligent, unlawful or willful acts or omissions, including and subject to the preceding conditions: (1) the full extent of any Release that they are attributable began prior to the Time of Closing and continued after the Time of Closing, (2) any Release that occurs after the Time of Closing as a result of any Capital Project undertaken by the Lessee and (3) the proper disposal of any such Pre-Existing Hazardous Substances required as a result of any Capital Project undertaken by the Lessee, and including any environmental conditions existing prior to the Time of Closing, whether or arise not the manifestation of which occurs at or following the Time of Closing, in each case whether or not known by the Authority or the Lessee at the Time of Closing (including the conditions identified as recognized environmental conditions in the Phase I ESA Report of URS Caribe, LLP dated April 2012); (viii) arising out of the ownershipPRANG Property until such time, use or operation if ever, as the PRANG Property is included in the LMM Airport Facility in accordance with Section 3.21; (ix) arising out of the Excluded AssetsHotel Property until such time, or if ever, as the payment in respect of the Hotel Property is made by the Lessee as described in Section 3.19; (iiix) arising out of the Cargo Facility until such time, if ever, as the payment in respect of the Cargo Facility is made by the Lessee as described in Section 3.20; and (xi) arising prior to the Time of Closing out of (A) work in connection with any Airline Capital Improvement Project and (B) any other Claims for which Seller is required contract assigned to indemnify Buyer the Lessee pursuant to Section 3.94.5 (collectively, Section 3.19the “Excluded Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall include any liabilities and obligations arising due to the Lessee’s failure to comply with established Engineering or Institutional Controls for such environmental conditions on the LMM Airport Facility; provided that, prior to having any obligation to comply therewith, the Lessee shall have (i) received written notice of such Engineering or Institutional Controls from the Authority and (ii) a reasonable period of time in which to implement such controls (which period shall not exceed 60 days unless such implementation reasonably requires a longer period, and the Lessee has demonstrated to the satisfaction of the Authority, acting reasonably, that it is proceeding with all due diligence during such period to implement such compliance); and provided further that the Lessee may submit any dispute with respect to such obligation to dispute resolution in accordance with Article 4 or Section 12.119.

Assumed Liabilities. Upon Effective as of the Closing, Buyer assumes shall assume, and/or shall become responsible for, as applicable, and hereby agrees to fulfillpay, discharge or perform, be bound byas appropriate, pay and discharge (when due the following Liabilities, excluding herefrom any Liability arising out of or cause relating to be fulfilled, performed, paid or discharged) all obligations and liabilities any Pre-Closing Environmental Condition unless the Environmental Consultant shall deliver a Clean Report in respect of any kind whatsoever Transferred Plant Site, in which case this exclusion shall not apply to Pre-Closing Environmental Conditions with respect to such Transferred Plant Site (such Liabilities collectively, the "Assumed Liabilities"): any Liability arising out of Seller arising from or relating to the Purchased Assets or to the Companiesextent that any such Liability is for, whether known or unknown, liquidated or contingent, relates to and regardless of whether the same are deemed to have arisen, accrued or are attributable to arises during time periods prior to, on or after the Effective Time, Closing Date (including obligations and liabilities any such Liability arising out of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any ContractsThird-Party Claim), (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according including, without limitation, all amounts payable pursuant to the terms grower contracts included as Transferred Contracts to the extent relating to Inventory Seed; except as expressly provided in the Distribution Agreement or the Production Agreement, any Liability arising out of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assetssale of Products by or on behalf of Buyer or its Affiliates (including, including their share of any revenues or proceeds attributable to production or without limitation, sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered Products by or related to the Assets in accordance with applicable Contractsthrough Buyer's or its Affiliates' distributors, Laws and all Environmental Laws, resellers or agents (other than (A) Seller and (iB) any obligation distributors, resellers or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all agents acting on behalf of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”Seller); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable any such Liability is for, relates to and arises during time periods after the Closing Date (including any and all storage and warehouse costs associated with Products incurred and related to time periods after the Closing Date); any Tax Liability assessed against or arise out of with respect to (A) the ownership, use or operation of Purchased Assets at any time after the Excluded AssetsClosing Date, or (iiiB) except as expressly provided in the Distribution Agreement or the Production Agreement, the sale of Products by or on behalf of Buyer or its Affiliate (including, without limitation, sales of Products by or through Buyer's or its Affiliates' distributors, resellers or agents (other than (I) Seller and (II) distributors, resellers or agents acting on behalf of Seller)) at any other Claims time after the Closing Date; any Liability arising out of or relating to the Transferred Employees to the extent that any such Liability is for, relates to and arises during time periods after the Closing Date; any accounts payable outstanding as of the Closing Date, to the extent such accounts payable are for which Seller is required and relate to indemnify Buyer pursuant any of the Inventory Seed; and any Liability arising out of or relating to Section 3.9, Section 3.19, Article 4 or Section 12.1any Post-Closing Environmental Condition.

Assumed Liabilities. Upon Closing, subject to the provisions of Section 8.7, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets Assets, or the Companiesuse and/or ownership thereof, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or that are attributable to periods prior tobefore, on or after the Effective Time, including obligations and liabilities of Seller concerning: to (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing furnish makeup Hydrocarbons gas and/or settling and paying for settle Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to included in the Assets, including their share of any (b) pay working interests, royalties, overriding royalties and other interests, owners’ revenues or proceeds attributable to production or sales of Hydrocarbons, including those held in suspense (excluding the Suspense Funds) to the extent attributable to the Assets, (c) properly plug and abandon any and all xxxxx and pipelines, including future xxxxx, inactive xxxxx or temporarily abandoned xxxxx, drilled on the Assets, (d) to re-plug any well, wellbore or previously plugged Well on the Assets to the extent required or necessary under applicable Laws or under Contracts or Surface Contracts, (e) all Environmental Liabilitiesdismantle or decommission and remove any Equipment and other property of whatever kind located on the Assets related to or associated with activities conducted by whomever on the Assets, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration clean up and/or remediation of the premises covered by or related to remediate the Assets in accordance with applicable any Contracts, Laws Surface Contracts and applicable Laws, including all Environmental Laws, and (ig) any obligation perform all obligations applicable to or liability regarding permits held imposed on the lessee or owner under the Leases, Permits, Surface Contracts and/or the Contracts, or as required by the Companies or transferred to Buyer and relating to the Assets Law (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9Article 4; and (iv) any Environmental Liabilities arising during, Section 3.19, Article 4 related to or Section 12.1otherwise attributable to the period prior to the Closing Date.

Assumed Liabilities. Upon ClosingOn the Closing Date, Buyer assumes HDPR and hereby agrees to fulfillCB shall assume, performand shall thereafter pay, be bound by, pay perform and discharge (when due by their terms or cause to be fulfilledas required by law, performed, paid or discharged) all the obligations and liabilities of Seller related to the Holsum Business and the Seaboard Bakeries Business, respectively, other than Retained Liabilities (as defined below), all in accordance with their terms (the "Assumed Liabilities"), including, but not limited to, (i) all liabilities included in the balance sheet of Holsum Bakers as of the Closing Date to be prepared by the parties (the "Closing Date Balance Sheet"); (ii) all obligations to perform the Contracts; (iii) all liabilities or claims arising from the operations of the Holsum Business and the Seaboard Bakeries Business, respectively (whether accruing prior to or after the Closing Date), other than Retained Liabilities; (iv) all liabilities arising under all employee benefit plans of Holsum Bakers and Seaboard Bakeries relating to all present and former employees of Holsum Bakers and Seaboard Bakeries (the "Plans"), including all unfunded liabilities under such Plans relating to such employees, any kind whatsoever liability arising from any "deemed termination" of Seller any such Plan, any liability arising from prior violations of law with respect to the Plans, any liability for violations of the minimum funding rules, any liability for violations of the reporting and disclosure rules, any liability for any past or present breach of fiduciary rules, any liability for any violation of rules under the Internal Revenue Code, any liability for any breach of ERISA, any liability for breach of COBRA rules, any liability for the failure to file any Form 5500 for prior years and the responsibility for Form 5500 filings in all subsequent years, any liability or responsibility with respect to any audit of the Plans, and all responsibility for any and all reporting requirements under Section 4043 of ERISA; (v) all claims and liability arising from the termination or deemed termination of any contract, whether under Act 75 of the Legislature of Puerto Rico or otherwise; and (vi) all liabilities as successor employer of the employees of the Business, including but not limited to any existing or future claim of wrongful termination, discrimination or any other claims related to terms and conditions of employment; but excluding Retained Liabilities, which Retained Liabilities will be retained by Seller. In addition, the Assumed Liabilities shall include liability for any WARN Act, severance, or other labor or employment obligations or claims under United States law, the law of the Commonwealth of Puerto Rico, or any local law or ordinance arising from or relating to the sale of the Assets and the Shares or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the CompaniesBusiness, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the than Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Upon ClosingThe Acquired Companies shall jointly and severally assume and agree to satisfy, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay perform and discharge (or cause to be fulfilled, performed, paid or discharged) all as and when due the liabilities and obligations of the Seller and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the CompaniesOther PGW Entities, whether known or unknown, liquidated asserted or unasserted, determined, determinable or otherwise, absolute or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior tounaccrued, on liquidated or after the Effective Timeunliquidated, including obligations and liabilities of Seller concerning: (a) the usein each case, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering extent solely or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or primarily related to the Assets in accordance with applicable ContractsAcquired Companies, Laws and all Environmental Lawsthe Transferred Assets, and the Continuing Employees or the Business (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as collectively, the “Assumed Liabilities”); provided, Buyer does not assume including under each of the Transferred Contracts, in each case, pursuant to an Assignment and Assumption Agreement in the form of Exhibit F hereto (the “Assignment and Assumption Agreement”), and including, without limitation, all current liabilities taken into account in determining the Working Capital. 2.1.5. Notwithstanding Section 2.1.4, the Seller and the Other PGW Entities shall retain (and Assumed Liabilities the Buyer and the Acquired Companies shall not includeassume) the following liabilities and obligations (the “Retained Liabilities”): (ia) the Retained LiabilitiesSeller’s liability for Transfer Taxes as described in Section 8.9.1 and all liabilities or obligations of the Seller or the Other PGW Entities for or with respect to Taxes; (b) all liabilities or obligations for or with respect to any Employee Plan, Company Plan, Welfare Plan or any other benefit or compensation plan, program, agreement, contract, policy or arrangement at any time maintained, sponsored or contributed or required to be contributed to by the Seller or the Other PGW Entities or any of their respective Affiliates (iiincluding any of the Acquired Companies) or with respect to which the Seller or the Other PGW Entities or any of their respective Affiliates (including any of the Acquired Companies) has any liability or obligation, excluding, in each case, any such liabilities or obligations that are included in Working Capital; -15- (c) all liabilities or obligations for intercompany payables, receivables, advances or loans owed to the Seller or any of the Other PGW Entities, including those that are being released at the Closing pursuant to Section 8.17; (d) all liabilities of Seller or obligations to the extent that they are attributable relating to or arise out any Excluded Assets; (e) all Indebtedness of the ownershipSeller or any of the Other PGW Entities; (f) all Transaction Expenses of the Seller and its Affiliates not paid at Closing; and (g) all liabilities or obligations of the Seller or any of the Other PGW Entities to the extent arising from the business and operations of the Seller or any of the Other PGW Entities other than the Business. Nothing in Section 2.1.2 above shall be construed as an attempt or agreement to assign any Transferred Contract that is non-assignable without the consent of the other party or parties thereto (each a “Non-Assignable Contract”) unless such consent shall have been given. In order, however, that the full value of every Non-Assignable Contract may be realized, the Seller shall use its commercially reasonable efforts to obtain approval for assignment and, failing that, the Seller shall, at the request and under the direction of the Buyer, and at the expense of the Buyer, in the name of the applicable Acquired Company or otherwise as the Buyer shall specify, use or operation its commercially reasonable efforts to take all action as shall, in the reasonable opinion of the Excluded AssetsBuyer, be necessary or proper (iiix) in order that the rights and obligations of the Business under such Non-Assignable Contract shall be preserved and (y) for, and to facilitate, the collection of the moneys due and payable, and to become due and payable, to the Business in and under every such Non-Assignable Contract (including enforcing, at the request and expense of the Buyer and for the account of the Buyer, any other Claims rights of the Seller arising from any such Non-Assignable Contract), and the Seller shall hold the same for which Seller the benefit of and shall pay the same over promptly to the applicable Acquired Company. So long as the Buyer is required to indemnify Buyer provided the benefit of any such Non-Assignable Contract pursuant to Section 3.9its terms, Section 3.19the Buyer will perform or discharge, Article 4 or Section 12.1on behalf of the Seller, the Seller’s obligations and liabilities under each such Non-Assignable Contract in accordance with the provisions thereof except for any obligations and liabilities under each such Non-Assignable Contract that constitute a Retained Liability. 2.2.

Assumed Liabilities. Upon At the Closing, Buyer Purchaser shall ------------------- deliver to the Company an undertaking (the "Assumption Agreement") in the form to be agreed upon whereby Purchaser, on and as of the Closing Date, assumes and hereby agrees to fulfillpay, perform, be bound by, pay perform and discharge when due, (i) the liabilities and obligations of the Company and its Subsidiaries primarily attributable to the International Assets including, without limitation, the liabilities and obligations listed on Schedule 1.3 of the Disclosure Schedule, (ii) with respect to any corporate liabilities of the Company unknown to NGC or cause Parent that are not primarily attributable to be fulfilledthe International Assets or to the Company's domestic assets, performeda pro rata portion of such corporate liabilities calculated based on a fraction the numerator of which is the Purchase Price and the denominator of which is the Merger Consideration (as defined in the Merger Agreement), paid (iii) all liabilities and obligations with respect to the International Employees described in Section 6.2, including, without limitation, all liabilities and obligations relating to the International Employees under (a) the Destec Energy, Inc. 1996 Variable Pay Plan, (b) the Destec Energy, Inc. 1995 Variable Pay Plan, (c) the Destec Special Recognition Award (SRA) Program, (d) the Destec Energy, Inc. Amended and Restated 1990 Award and Option Plan, (e) the Destec Foreign Service Policy, (iv) all severance costs, obligations under employment agreements and consulting agreements, and employee benefit liabilities arising as a result of (I) the termination of employment of any International Employees from and after the Closing Date or discharged(II) the transactions consummated under this Agreement in respect of the International Employees (the cost, obligations and liabilities under this clause (iv) are collectively the "International Employee Obligations"), and (v) each liability or obligation relating to any International Employee (with respect to employee benefit plans, in excess of any assets owned by the Company or the Subsidiaries and directly related to such plan or held by any trust with respect thereto sponsored or maintained by the Company or the Subsidiaries (other than the International Assets) which are available to satisfy or otherwise offset such liability or obligation), relating to any bonus, deferred compensation, incentive compensation, stock purchase, stock option, restricted stock, deferred stock, stock appreciation right, vacation policy, superannuation, severance or termination pay, hospitalization or other medical, life or other insurance, flexible benefit, cafeteria plan, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, employment agreements, consulting agreements and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by the Company or its Subsidiaries (the "International Employee Plans") and (vi) all obligations and liabilities of any kind whatsoever of Seller with respect to transfer stamp taxes or similar taxes arising from or relating to in connection with the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation purchase of the International Assets or the ownership or operation of the Companies, (b) any by Purchaser. The liabilities and obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered assumed by or related to the Assets Purchaser in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 1.3 are collectively hereinafter referred to as the “"Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1."

Assumed Liabilities. Upon Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) Except to the use, ownership or operation of the Assets or the ownership or operation of the Companies, extent set forth in paragraph (b) any below, Buyer will assume no liabilities or obligations under of either Seller or relating to any Contractsthe Benchmark Sub or the Wincup Sub, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms no liabilities of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets Purchased Assets, the Xxxxxxx Businesses or their business or the Transferred Employees. Without limiting the foregoing, Buyer will assume no liabilities for, related to, arising out of or under or in accordance with applicable Contracts, Laws and all Environmental Laws, and respect of any of the following: (i) any obligation or liability regarding permits held taxes incurred by the Companies Sellers or transferred to Buyer and relating the Benchmark Sub or the Wincup Sub in the conduct of the business of the Xxxxxxx Businesses prior to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”)Closing; provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations actual or liabilities alleged violation by the Sellers, the Benchmark Sub, the Wincup Sub or by any previous owner of Seller to the extent that they are attributable to or arise out any of the ownership, use or operation of the Excluded Purchased Assets, or of any Applicable Law; (iii) any breach by the Sellers, the Benchmark Sub or the Wincup Sub before Closing of any contract, agreement or commitment, including any Assumed Material Contract or Assumed Lease; (iv) any litigation, pending or threatened, at the time of Closing; (v) any contract or agreement, including any Assumed Material Contract or Assumed Lease, if the rights of the Sellers, the Benchmark Sub or the Wincup Sub are, for any reason, not transferred to, or the benefits thereunder are not otherwise made available to, Buyer at the Closing; (vi) severance or separation pay or employee benefits (under any Pension Plan, Welfare Plan or otherwise) for present or former employees of the Sellers or for the Transferred Employees or for any employees of the Mexican Facilities; (vii) any Hazardous Substances existing as of the Closing Date on, in or about the Purchased Assets or the leased premises on which the Purchased Assets are located or any Hazardous Emissions or Handling Hazardous Substances prior to the Closing Date at any location (including, without limitation, remote storage, treatment, recycling or disposal sites); or (viii) the acts, omissions or other Claims for which Seller is required past practices of the Sellers, the Benchmark Sub or the Wincup Sub prior to indemnify Buyer pursuant the Closing Date with respect to Section 3.9, Section 3.19, Article 4 the business of the Xxxxxxx Businesses or Section 12.1the Purchased Assets.

Assumed Liabilities. Upon On the terms and subject to the conditions contained in this Agreement, at the Closing, Buyer assumes Purchaser will assume and hereby agrees agree to fulfill, perform, be bound by, pay discharge and discharge perform when due (or cause to be fulfilled, performed, paid or dischargedi) all obligations and liabilities Liabilities arising out of any kind whatsoever of Seller arising from or relating to the ownership, operation and use of the Purchased Assets after the Closing Date and the operation and conduct of the LC Business after the Closing Date; (ii) all Liabilities arising after or otherwise required to be performed under any Seller Contract or any lease with respect to any Leased Real Estate after the CompaniesClosing Date (including all rent payments due after the Closing Date under the San Diego Leases subject to the Company’s obligations to Purchaser under the Sublease Agreement); provided, whether known however in the case of clause (ii) Purchaser is not assuming any Liabilities under any Seller Contract or unknownany lease with respect to any Leased Real Estate that relates to a breach of or default under, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior any non-compliance with Laws with respect to, any such Seller Contract or lease that occurred on or prior to the Closing Date (provided that Purchaser will be responsible for any compliance with Laws issues which arise after the Closing Date which compliance issues are (a) triggered by construction work being performed at the Xxxxxxxx Facility after the Closing Date and (b) unrelated to the Xxxxxxxx Facility’s failure to comply with applicable air permit Laws on or prior to the Closing Date as disclosed on Section 3.28 of the Disclosure Schedule); (iii) all Current Liabilities specifically set forth on the Working Capital Statement or taken into account in calculating the Final Working Capital; (iv) the specific Liabilities relating to the Designated Employees that Purchaser is assuming pursuant to Section 7.7(b); (v) the Louisiana property Taxes and the sales and use Taxes, in each case, with respect to the Xxxxxxxx Facility incurred as of the Closing Date of up to Two Million Six Hundred Thousand Dollars ($2,600,000) in the aggregate; and (vi) other than monetary fines, sanctions or penalties related to the Xxxxxxxx Facility’s failure to comply with applicable air permit Laws on or prior to the Closing Date as disclosed on Section 3.28 of the Disclosure Schedule, the costs of any retrofitting or repair work at the Xxxxxxxx Facility authorized by Purchaser before or after the Effective Time, including obligations and liabilities of Seller concerning: Closing Date (athe “Air Permit Repair Costs”) in order to bring the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of Xxxxxxxx Facility into compliance with applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or air permit Laws related to the Assets in accordance Xxxxxxxx Facility’s failure to comply with such applicable Contracts, air permit Laws and all Environmental Laws, and (i) any obligation on or liability regarding permits held by the Companies or transferred to Buyer and relating prior to the Assets (all Closing Date including any retrofitting or repair costs authorized by Purchaser before or after the Closing Date to bring into compliance the four tanks specifically referenced in the compliance order and notice of potential penalty dated June 30, 2010 disclosed on Section 3.28 of the obligations and liabilities described in this Section 2.10 are collectively referred to as Disclosure Schedule (the “Compliance Order”) (collectively, the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Upon ClosingBuyer shall assume, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities as of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerningClosing Date: (a) any obligations of Seller incurred or arising after the use, ownership or operation Closing Date with respect to any of the Assets Leased Properties (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the ownership or operation of Closing Date) and the Companies, leases relating to the Leased Properties set forth on Schedule 4.7; (b) the obligations of Seller incurred or arising after the Closing Date under the Acquired Contracts or any obligations under other contract assumed by Buyer (excluding any liability to the extent it results from any breach of contract, breach of warranty, tort, infringement, violation of Law, or Environmental Claim or Environmental Condition relating to any Contractsevents occurring or conditions existing on or before the Closing Date), (c) furnishing makeup Hydrocarbons and/or settling the obligations arising from Buyer's conduct of the Business and paying for Imbalances according ownership or use of the Acquired Assets from and after the Closing Date (excluding any liability to the terms extent it results from any breach of applicable operating agreementscontract, gas balancing agreementsbreach of warranty, Hydrocarbons salestort, processinginfringement, gathering violation of Law, or transportation Contracts and other Contracts, Environmental Claim or Environmental Condition relating to events occurring or conditions existing on or before the Closing Date); (d) paying Accounts Payable (to the extent reflected in Working Capital); (e) any and all liabilities and obligations owed of Seller or any of its Affiliates which accrue from and after the Closing Date and relate to working interestor concern Employees, royalty, overriding royalty, net profits including any severance obligations; (f) any and other interest owners all liabilities or obligations with respect to the Worker Adjustment and operators Retraining Notification Act ("WARN") or any similar state or foreign law which arises as a result of Buyer not hiring Employees; (g) all ad valorem taxes relating to the Assets, including their share of any revenues or proceeds attributable Acquired Assets allocated to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, Buyer pursuant to Section 2.2 below; (h) any obligation or liability for all liabilities reflected on the cleaning up, restoration and/or remediation face of Seller's balance sheet (without reference to the notes thereto) as of the premises covered by or related Closing Date, which is delivered to the Assets Buyer in accordance with applicable Contractsthis Agreement and which is reflected in Working Capital, Laws and all Environmental Laws, and (i) its fifty percent portion of any obligation or liability regarding permits held by Transfer Taxes owing in accordance with Section 3.12, (j) any and all liabilities and obligations with respect to any employee bonuses accruing after the Companies or transferred to Buyer and Closing Date; (k) any liabilities relating to vacation pay for the Assets (all Transferred Employees as reflected on the Seller's balance sheet as of the Closing Date; and (l) any obligations to make payments arising after the Closing Date under and liabilities described in this Section 2.10 are accordance with the Termination Agreements, but no other obligations thereunder (those obligations referred to in clauses 2.1.4 (a) through (l) immediately above being collectively referred to as the “"Assumed Liabilities”"); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Upon Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets Assets, or the Companiesuse, whether known or unknownownership and/or operation thereof, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or that are attributable to periods prior tobefore, on or after the Effective Time, including obligations and liabilities of Seller concerning: to (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing furnish makeup Hydrocarbons gas and/or settling and paying for settle Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to included in the Assets, including their share of any (b) pay working interests, royalties, overriding royalties and other interests, owners’ revenues or proceeds attributable to production or sales of Hydrocarbons, including those held in suspense (excluding the Suspense Funds) to the extent attributable to the Assets, (c) properly plug and abandon any and all xxxxx and pipelines, including future xxxxx, inactive xxxxx or temporarily abandoned xxxxx, drilled on the Assets, (d) to re-plug any well, wellbore or previously plugged Well on the Assets to the extent required or necessary under applicable Laws or under Contracts or Surface Contracts, (e) all Environmental Liabilitiesdismantle or decommission and remove any Equipment and other property of whatever kind located on the Assets related to or associated with operations and activities conducted by whomever on the Assets, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration clean up and/or remediation of the premises covered by or related to remediate the Assets in accordance with applicable any Contracts, Laws Surface Contracts and applicable Laws, including all Environmental Laws, and (ig) any obligation perform all obligations applicable to or liability regarding permits held imposed on the lessee, owner, or operator under the Leases, Permits, Surface Contracts and/or the Contracts, or as required by the Companies or transferred to Buyer and relating to the Assets Law (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9Article 4; or (iv) any Environmental Liabilities arising during, Section 3.19, Article 4 related to or Section 12.1otherwise attributable to the period prior to the Closing Date.

Assumed Liabilities. Upon Subject to and without limiting the Buyer’s right to indemnity under this Article XIV, the terms of Article IV and Article V (including Buyer’s rights and remedies arising thereunder), the special warranty of Defensible Title in the Assignment, or any adjustments to the Cash Consideration set forth in Section 2.3, effective as of Closing, Buyer hereby assumes and hereby agrees to fulfillpay, perform, be bound byfulfill, pay and discharge all obligations, duties, liabilities and other Losses with respect to, arising from, based upon, or attributable to the Assets, regardless of whether such obligations, duties, liabilities, and other Losses arose prior to, on, or after the Effective Time (collectively, and, for purposes of clarity excluding the Retained Liabilities the “Assumed Liabilities”), including (a) the Assumed Environmental Liabilities; (b) the administration and payment of the Suspense Funds (solely to the extent Buyer receives a downward adjustment to the Cash Consideration at Closing pursuant to Section 2.3 in respect thereof); (c) those applicable to or cause related to be fulfilledthe ownership, performeddevelopment, paid exploration, operation, and maintenance of the Assets and the production, transportation, processing, and marketing of Hydrocarbons from the Assets, including the payment of Property Expenses, whether imposed under or dischargedrequired by applicable Contracts, the Leases, applicable Law, or otherwise; (d) the administration and payment of Burdens on the Assets; (e) the Plugging and Abandonment Obligations; (f) except to the extent constituting Retained Liabilities under Section 14.2(h), Losses relating to or arising from any contamination or condition arising out of or attributable to any offsite disposal, removal, arrangement, or transportation of Hazardous Substances from the Assets as governed by applicable Law; (g) the performance and discharge of all obligations obligations, covenants, and liabilities of any kind whatsoever of Seller agreements arising from or relating to the Assets Leases and Contracts or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to agreements included within the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, ; (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental LawsBuyer Taxes, and (i) the make-up and balancing obligations for gas from the Xxxxx, including any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”)Imbalance Volumes; provided, Buyer does not assume (and however, the Assumed Liabilities shall do not include): , in all instances, (iA) the Retained Liabilities, (iiB) any obligations or liabilities of Seller matters that are subject to indemnification pursuant to Section 14.3(b) and (C) Losses to the extent that they are attributable to caused by, arising out of, or arise out of the ownership, use or operation of resulting from the Excluded Assets. By assuming any liabilities or obligations in this Section 14.1, or (iii) Seller and Buyer do not intend to admit, and are not deemed to have admitted, any other Claims for which Seller is required liability to indemnify Buyer pursuant any third Person. Buyer’s assumption of the Assumed Liabilities shall not affect the Parties’ agreement with respect to adjustments to the Cash Consideration under Section 3.9, Section 3.19, Article 4 2.3 or Section 12.113.1.

Assumed Liabilities. Upon ClosingAs consideration for the purchase of the Assets pursuant to this Agreement, Buyer assumes the Purchaser does hereby assume, and does hereby agrees agree to fulfillpay, satisfy, discharge and perform, be bound by, pay (i) those specific liabilities and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of the Seller arising from or under the Purchased Commitments, (ii) any Taxes relating to the Assets sale of the Product or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are Assets attributable to periods prior to, any period or partial period beginning on or after the Effective TimeClosing Date; (ii) any product liability or warranty claims or any claim for injury to any person or property involving any Product actually manufactured and sold by Purchaser on or after the Closing Date; (iii) any liability, obligations, and commitments related to promotional and marketing activities for the Products incurred by Purchaser and performed after the Closing Date, including the development, distribution and use of any sales aids or promotional materials; and (iv) all liabilities associated with the Assets (other than the Inventory) arising after the Assets are in Purchaser’s physical possession and Purchaser’s use of the Assets (other than the Inventory) after the Assets are in Purchaser’s physical possession, except to the extent that such use was made in reliance on any express representation or warranty of Seller hereunder; provided however, the Purchaser shall not so assume any such obligations or liabilities under any Purchased Commitment to the extent that (a) such obligations or liabilities arise out of a breach by the Seller or its affiliates or predecessors of any such Purchased Commitment prior to the Closing Date; (b) such obligations or liabilities arise out of facts or circumstances that constitute a breach of the Seller’s representations and warranties to the Purchaser hereunder; (c) such obligations or liabilities relate to any period(s) prior to the Closing Date; or (d) a true and complete copy of such Purchased Commitment was not provided to the Purchaser (such obligations and liabilities of Seller concerning: (a) the useassumed as aforesaid, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.

Assumed Liabilities. Upon At and after the Closing, Buyer assumes shall assume and hereby agrees to fulfilltimely pay, perform, be bound by, pay discharge and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are perform when due those Liabilities attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations Closing under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according with respect to the terms of applicable operating agreementsLicenses and the Assumed Contracts (collectively, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided. All Liabilities not expressly assumed by Buyer hereunder are collectively referred to herein as “Non-Assumed Liabilities” and shall remain and be the obligations and liabilities solely of Seller. Without limiting the generality of the foregoing, Buyer does not assume (and the Non-Assumed Liabilities shall not include): include the following: (i) any Liabilities arising from or related to the Retained LiabilitiesBusiness and/or the Assets prior to Closing, (ii) all Liabilities relating to any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any debts, obligations or other Claims Liabilities owing from Seller or any of its affiliates to Seller or any of its affiliates, (iv) any Liability of Seller or any affiliate of Seller for Taxes relating to periods prior to Closing, whether or not shown on a Tax Return, (v) any Liability for Taxes payable with respect to Seller’s transfer of the Assets to Buyer and Seller’s consummation of the other transactions contemplated by this Agreement, except to the extent of Buyer’ obligation to pay such Liability under Section 12.2 of this Agreement; (vi) any claims or other Liabilities of Seller arising out of the operation of the Business prior to Closing under or relating to pre-Closing violations of Environmental Laws or pre-Closing releases of Hazardous Substances, (vii) Liabilities under any Non-Assumed Contract; (viii) any Liability to or in respect of, or arising out of or in connection with, the employment or cessation of employment by Seller of, any Employees or former Employees of Seller, including (A) any employment or consulting agreement, whether or not written, between Seller and any person, (B) any Liability under any Compensation Arrangement or Employee Plan, (C) any claim of an unfair labor practice or grievance or any claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state or local employment discrimination law or regulation, which shall have been asserted by any Employee or former Employee based on acts or omissions which occurred during the period of or relating to such Employee’s employment by Seller, whether or not such Employee is hired by Buyer or any of its affiliates, (D) any Liability relating to payroll, vacation, personal day or sick pay for any current or former employee, director, officer, consultant or independent contractor of Seller is required (except with respect to indemnify liabilities for any Employee employed by Buyer pursuant for any period after the Closing Date), (E) with respect to Section 3.9any actual or alleged agreements or promises to current or former employees, Section 3.19directors, Article 4 officers, consultants or Section 12.1independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements maintained by Seller or any of its affiliates, and (F) any Liability arising out of or relating to any stay bonus, severance plan or arrangement, special waiting bonus or special retention plan or agreement, (ix) any Liabilities for legal, accounting or broker’s fees incurred by Seller and its affiliates in connection with this Agreement and the consummation of the transactions contemplated hereby, and (x) all Liabilities of Seller arising under this Agreement.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement (including the indemnification provisions in this Agreement), the Parties agree that, effective at the Initial Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever shall assume the following Liabilities of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation any of the Assets or Retained Subsidiaries (including the ownership or operation Equity Sellers) or, if such Liabilities are Liabilities of the CompaniesPurchased Subsidiaries, (b) any obligations under or relating Buyer shall take the Purchased Subsidiaries subject to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental such Liabilities, as applicable (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”)): (a) all obligations remaining under (1) all Redeemable Gift Cards to the extent honored or redeemed or required to be honored or redeemed in the manner contemplated by Section 6.20 but subject to the obligations of Seller set forth therein, and (2) the RARE Rewards loyalty program to the extent honored or redeemed or required to be honored or redeemed in the manner contemplated by Section 6.21, but subject to the obligations of Seller set forth therein; provided, Buyer does not assume (and Assumed Liabilities shall not include): b) (i) Buyer’s portion of any Property Taxes under Section 7.02, and (ii) all Taxes imposed in respect of the Retained Purchased Assets for any Post-Closing Tax Period; (c) all Liabilities arising under applicable Law or Actions relating to the Purchased Assets, the Shares or the Business after the Initial Closing; (d) all Environmental Liabilities arising after the Initial Closing in connection with or relating to the Business as currently conducted, the Purchased Assets, the Shares, the Leased Real Property, or any other real or personal property owned, leased or operated exclusively in connection with the Business or the Purchased Assets; (e) all Liabilities arising out of or in connection with the employment or termination of employment of or service by any Business Employees or any consultant, contractor or leased employee of the Business that (i) are Working Capital Liabilities, (ii) any obligations or liabilities of Seller are otherwise assumed by Buyer pursuant to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded AssetsArticle VIII, or (iii) arise after the Initial Closing, except with respect to (a) any severance amounts payable to the Business Employees set forth in Schedule 3.04(e), solely to the extent that any such Business Employee is terminated by Buyer (or a Purchased Subsidiary) for any reason at any time prior to the date that is six (6) months from the Initial Closing Date and (b) any incurred but not reported and all other unpaid welfare plan claims as of the Initial Closing; (f) all Liabilities arising out of or in connection with any act, omission or circumstance with respect to the Business or the Purchased Assets occurring or arising at any time after the Initial Closing Date; 12 (g) all Working Capital Liabilities; and (h) all Liabilities assumed by, retained by or agreed to be performed by Buyer or any of its Subsidiaries (including the Purchased Subsidiaries) pursuant to the terms of this Agreement or any of the other Transaction Documents. Buyer’s obligations under this Section 3.04 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any covenant or agreement contained in the Transaction Documents or any other Claims for which Seller is required agreement or document delivered in connection therewith or any right to indemnify Buyer pursuant to indemnification hereunder or otherwise. Section 3.9, Section 3.19, Article 4 or Section 12.13.05.

Assumed Liabilities. Upon Closing, Buyer assumes shall assume substantially all liabilities and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, (whether known or unknown, liquidated whether asserted or unasserted, whether absolute or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable unaccrued, whether liquidated or unliquidated, and whether due or to become due) (the "Assumed Liabilities"), including but not limited to (a) all liabilities of Seller for unpaid taxes with respect to periods prior to, on or after to the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the CompaniesClosing, (b) any obligations under or relating to any Contractsall liabilities of Seller for income, transfer, sales, use, and other taxes arising in connection with the consummation of the transactions contemplated hereby, (c) furnishing makeup Hydrocarbons and/or settling and paying all liabilities of Seller for Imbalances according to the terms unpaid taxes of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contractspersons for which Seller may be legally liable, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits liabilities of Seller for costs and other interest owners expenses (including legal fees and operators relating to expenses) Seller and Seller's members and/or managers have incurred in connection with this Agreement and the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbonstransactions contemplated hereby, (e) all Environmental Liabilitiesliabilities and obligations of Seller under any employee benefit plans, (f) properly pluggingall liabilities and obligations of or relating to Seller with respect to environmental matters, re-plugging including without limitation those arising under Environmental, Health, and abandoning the XxxxxSafety Requirements, (g) all obligations of Seller to indemnify any obligation or liability for the dismantling, decommissioning, abandoning and removing person by reason of the Xxxxx fact that such person was a member, manager, employee, or Equipmentagent of Seller (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (h) any obligation or liability for the cleaning upall accrued vacation and sick leave, restoration and/or remediation if any, owed to employees of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental LawsSeller, and (i) all other liabilities and/or obligations of Seller under this Agreement (or under any obligation agreement between Seller on the one hand and Buyer on the other hand entered into on or liability regarding permits held by after the Companies or transferred to date of this Agreement). Notwithstanding the foregoing, Buyer and relating to the Assets (all will not assume any of the liabilities or obligations of Seller which are listed on the attached Exhibit 2, which liabilities and liabilities described in this Section 2.10 are collectively referred to as obligations will remain the “Assumed Liabilities”); provided, Buyer does not assume sole responsibility of Seller (and Assumed Liabilities shall not include): (i) the "Seller Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1").

Assumed Liabilities. Upon ClosingBuyer hereby assumes only those liabilities and obligations of Seller relating to operation of the Business as set forth on Schedule 3.1 hereto (the "Assumed Liabilities"). Other than the Assumed Liabilities, Buyer assumes and hereby agrees shall not assume, nor shall APPM, Buyer or any of their respective affiliates or subsidiaries be deemed to fulfillhave assumed, performguaranteed, agreed to perform or otherwise be bound by, pay and discharge (or cause to be fulfilledresponsible or otherwise liable for, performed, paid any liability or discharged) all obligations and liabilities obligation of any kind whatsoever nature of Seller (whether or not related to the Business), or claims for such liability or obligation, whether accrued, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown (the "Unassumed Liabilities"). Specifically, and without limiting the generality of the foregoing, other than the Assumed Liabilities, neither APPM, Buyer nor any of their respective affiliates or subsidiaries shall have any liability or obligation with respect to or arising from out of: (a) acts or omissions of Seller, its shareholders, directors, officers, partners, agents or employees whether prior or subsequent to the date hereof, whether or not in the ordinary course of business; (b) liabilities or obligations relating to or secured by any portion of either the Purchased Assets or the CompaniesBusiness prior to the date hereof; (c) employee- related liabilities (including accrued wages, vacation, employee-related insurance or deferred compensation claimed by any person in connection with his or her employment by, or termination of employment with, Seller or payroll taxes payable or liabilities arising under any employee benefit plan maintained by Seller); (d) liabilities or obligations of Seller, including those for attorneys' fees, arising out of any litigation or other proceeding pending as of or arising prior to the date hereof in connection with the Business or any claim, whether known or unknown, not asserted and whether or not liquidated or contingent, and regardless of whether with respect to the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets Business arising from acts or the ownership failure to take any action by Seller or operation any of the Companiesits shareholders, (b) any obligations under directors, officers, partners, agents or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according employees prior to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, date hereof; (e) all Environmental Liabilitiesliabilities for any income or other tax, whether disputed or not, attributable to Seller and/or the Business for any period or transaction through the date hereof; (f) properly pluggingexcept as set forth on Schedule 3.1, re-plugging and abandoning trade payables which arise prior to the Xxxxx, date hereof; (g) claims by any obligation third-party payor (including Medicare or liability for Medicaid) or patient with respect to any matter or billing occurring prior to the dismantling, decommissioning, abandoning date hereof; and removing of the Xxxxx or Equipment, (h) any other liability or obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or Seller. All employment tax liabilities of Seller shall remain Seller's responsibility for collection, remittance and tax filing purposes for the period through the date hereof. Seller shall supply confirmation that all past and current employment taxes through the date hereof have been remitted to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1appropriate agencies in a timely manner.

Assumed Liabilities. Upon PC and Moadel each agree that, at the Closing, Buyer assumes Newco shall assume the following (collectively, the "Assumed Liabilities"): (a) those lease or other contract obligations that are executory in nature and hereby agrees to fulfill, perform, be bound by, pay arise after the Effective Time under leases or contracts that are (i) specifically named or described on Schedule 1.3(a) and discharge (or cause to be fulfilled, performed, paid or dischargedii) all denoted on Schedule 1.3(a) as having the related obligations and liabilities of any kind whatsoever of Seller arising from or relating assumed by Newco to the Assets extent described in this Section, (b) those lease or other contract obligations that are executory in nature and arise after the CompaniesEffective Time under those certain agreements between VISX, Incorporated and Moadel that are (i) specifically named or described on Schedule 3.12 and (ii) denoted on Schedule 3.12 as having the related obligations assumed by Newco to the extent described in this Section (collectively, the "VISX Agreements"), (c) those trade payables on open account owed to unrelated third parties and accrued expenses less than ninety (90) days old (including, without limitation, salary and benefits) that were, in each case, incurred or accrued in the ordinary course of business after the Effective Time, and (d) those salaries and benefits arising between the Effective Time and the Closing Date and attributable to employees of Moadel or Seller that are hired or employed by Newco on or after the Closing Date. From and after the Closing Date, Newco shall be solely responsible for the Assumed Liabilites. The parties specifically agree that Newco will have no responsibility, liability or obligation whatsoever for (x) those obligations under such leases or contracts which accrued prior to the Effective Time, (y) any breaches or defaults thereunder which occurred or were alleged to have occurred prior to the Closing Date or (z) trade payables not included in the definition of "Assumed Liabilities" above. PC and Moadel each agree that, except for the Assumed Liabilities, any and all debts, liabilities, and obligations of PC or Moadel, whether known or unknown, liquidated absolute, contingent or contingentotherwise (including, but not limited to, federal, state, and regardless of whether local taxes, any sales taxes, use taxes and property taxes, any taxes arising from the same are deemed to have arisentransactions contemplated by this Agreement and any liabilities arising from any litigation or civil, accrued criminal or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by regulatory proceeding involving or related to PC, Moadel or the Assets Business) shall remain the sole responsibility of PC or Moadel (whichever owed such debt, liability or obligation), and each covenants to pay promptly and otherwise fulfill all such debts, liabilities or obligations as and when the same become due (unless contested in accordance with applicable Contractsgood faith). Without limiting the foregoing, Laws each of PC and all Environmental LawsMoadel specifically acknowledges and agrees that none of PMSI, Prime, any affiliate of PMSI or Prime, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “except for Assumed Liabilities”); provided) Newco shall assume any claims, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilitiesdebts, (ii) any liabilities or obligations whatsoever of PC or liabilities of Seller to the extent that they are attributable Moadel, including, without limitation, those related to or arise arising out of the ownership, use or operation of the Excluded Assets, under any claim or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1action disclosed on Schedule 3.13.

Assumed Liabilities. Upon ClosingSubject to the terms and conditions set forth herein, Buyer assumes shall assume and hereby agrees agree to fulfillpay, perform, be bound by, pay perform and discharge when due (or cause to be fulfilled, performed, paid or dischargedi) all liabilities included in the calculation of Closing Adjusted Working Capital as finally determined, and (ii) the following liabilities and obligations and liabilities of any kind whatsoever of Seller arising from out of or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under Business or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Purchased Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbonsother than the Excluded Liabilities (collectively, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”): (a) all liabilities of the Business reflected on the Interim Balance Sheet (other than Excluded Liabilities); provided(b) all trade accounts payable of Seller to third parties in connection with the Business and accrued expenses that remain unpaid as of the Closing Date, to the extent included in the calculation of Closing Adjusted Working Capital as finally determined; (c) all liabilities and obligations of Seller or the Business arising after the Closing under or relating to the Assigned Contracts; (d) except as specifically provided in Section 6.01, all liabilities and obligations of Buyer does not assume or its Affiliates relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee arising on or after the Closing, 16 including without limitation any severance liabilities or obligations in connection with the termination of any employee after the Closing, whether pursuant to an employment agreement, contract, statutory law, common law or otherwise; (e) all liabilities and Assumed Liabilities shall not include): obligations for (i) Taxes relating to the Retained LiabilitiesBusiness, the Purchased Assets or the Assumed Liabilities for any taxable period (or portion thereof) beginning after the Closing Date, (ii) any obligations or liabilities of Seller Taxes for which Buyer is liable pursuant to the extent that they are attributable to or arise out of the ownershipSection 6.07, use or operation of the Excluded Assets, or and (iii) any other Claims Taxes of Buyer included in the calculation of Closing Adjusted Working Capital as finally determined; (f) any obligation to fulfill orders under any open purchase orders received from customers representing bona fide transactions for which the sale of goods by the Business; (g) all other liabilities, expenses and obligations arising out of or relating to Buyer’s ownership or operation of the Business and the Purchased Assets, to the extent such liability, expense or obligation occurred after the Closing; (h) all liabilities, expenses and obligations for product liability claims for products manufactured or sold by the Business other than Indemnified Product Liability Claims; (i) all liabilities and obligations for accrued vacation, sick and holiday pay that are included in the calculation of Closing Adjusted Working Capital as finally determined; and (j) all liabilities and obligations of Seller is required to indemnify Buyer pursuant to set forth on Section 3.9, 2.03(j) of the Disclosure Schedules. Section 3.19, Article 4 or Section 12.1.2.04

Assumed Liabilities. Upon At and after the Closing, Buyer assumes shall assume and hereby agrees to fulfilltimely pay, perform, be bound by, pay discharge and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets or the Companies, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are perform when due those Liabilities attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations Closing under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according with respect to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts Licenses and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as collectively, the “Assumed Liabilities”); provided. All Liabilities not expressly assumed by Buyer hereunder are collectively referred to herein as “Non-Assumed Liabilities” and shall remain and be the obligations and liabilities solely of Seller. Without limiting the generality of the foregoing, Buyer does not assume (and the Non-Assumed Liabilities shall not include): include the following: (i) any Liabilities arising from or related to the Retained Liabilitiesownership, operation or use of the Business and/or the Assets prior to Closing (including, without limitation, all liabilities relating to Seller’s existing programming agreements, unless expressly assumed by Buyer), (ii) all Liabilities relating to any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any debts, obligations or other Claims Liabilities owing from Seller or any of its Affiliates to Seller or any of its Affiliates, (iv) any Liability of Seller or any Affiliate of Seller for Taxes relating to periods prior to Closing, whether or not shown on a Tax Return, (v) any Liability for Taxes payable with respect to Seller’s transfer of the Assets to Buyer and Seller’s consummation of the other transactions contemplated by this Agreement, except to the extent of Buyer’s obligation to pay such Liability under Section 12.2 of this Agreement; (vi) any claims or other Liabilities of Seller arising out of the operation of the Business prior to Closing under or relating to pre-Closing violations of Environmental Laws or pre-Closing releases of Hazardous Substances, (vii) any Liability to or in respect of, or arising out of or in connection with, the employment or cessation of employment by Seller of, any Employees or former Employees of Seller, including (A) any employment or consulting agreement, whether or not written, between Seller and any person, (B) any Liability under any Compensation Arrangement and any Employee Plan, (C) any claim of an unfair labor practice or grievance or any claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state or provincial employment discrimination law or regulation, which shall have been asserted by any Employee or former Employee based on acts or omissions which occurred during the period of or relating to such Employee’s employment by Seller, whether or not such Employee is hired by Buyer or any of its Affiliates, (D) any Liability relating to payroll, vacation, personal day or sick pay for any current or former employee, director, officer, consultant or independent contractor of Seller, (E) with respect to any actual or alleged agreements or promises to current or former employees, directors, officers, consultants or independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements maintained by Seller is required or any of its Affiliates, and (F) any Liability arising out of or relating to indemnify Buyer pursuant to Section 3.9any stay bonus, Section 3.19severance plan or arrangement, Article 4 special waiting bonus or Section 12.1special retention plan or agreement, (viii) any Liabilities for legal, accounting or broker’s fees incurred by Seller and its Affiliates in connection with this Agreement and the consummation of the transactions contemplated hereby, and (ix) all Liabilities of Seller arising under this Agreement.

Assumed Liabilities. Upon In accordance with the provisions of this Agreement, at each Closing, Buyer assumes the Purchaser will (and hereby agrees to fulfill, perform, be bound by, will cause its Designated Affiliates to) assume and pay or perform and discharge (or cause when due any and all of the Liabilities of the Seller and the Selling Affiliates, to be fulfilled, performed, paid or discharged) all obligations and liabilities of any kind whatsoever of Seller arising from or the extent relating to the Assets applicable Portion of the Business or the CompaniesPurchased Assets acquired by Purchaser upon the consummation of such Closing, whether known or unknownarising following such Closing Date, liquidated or contingentin each case, and regardless of whether other than the same are deemed to have arisen, accrued or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: Excluded Liabilities (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”); provided, Buyer does not assume (and . The Assumed Liabilities shall at each Closing include the following: (a) any current Liabilities of the Business (excluding any liabilities of the Business as conducted in Malaysia and Singapore) included in the Final Closing Net Working Capital for the applicable Portion of the Business upon the consummation of such Closing; (b) all Liabilities of the Seller and the Selling Affiliates arising on, prior to or following the applicable Closing Date under the Included Contracts and the Governmental Authorizations included in the Purchased Assets acquired by Purchaser upon the consummation of such Closing; (c) all Liabilities arising out of or relating to the employment of the Transferred Employees transferring in connection with such Closing arising following such Closing Date, including all Liabilities relating to such Transferred Employees arising out of or relating to the obligations of the Purchaser and its Affiliates under any Designated Phase II Qualifying Offer; (d) all Liabilities associated with the Assumed Benefit Plans and those Liabilities to or with respect to Employees who do not include): become Transferred Employees because they did not receive a Qualifying Offer (other than, in the case of the Phase I Closing, Transferred Employees transferring in connection with the Phase II Closing), in each case, that are expressly assumed pursuant to Article 10; (e) all Liabilities associated with the Owned Real Property and the Leased Real Property constituting Purchased Assets included in the applicable Portion of the Business arising on, prior to or following the applicable Closing Date; (f) all Liabilities relating to or arising out of: (i) any environmental conditions arising on, prior to or following the applicable Closing Date at any Owned Real Property or Leased Real Property constituting Purchased Assets or any Acquired Company Real Property or Acquired Company Leased Real Property; (ii) any violation of, or non-compliance with, any applicable Environmental Law (or any environmental permits required thereunder) by any Acquired Company or primarily relating to the applicable Portion of the Business for which the applicable Closing Date has occurred; and (iii) any pending or threatened Proceeding arising under Environmental Laws primarily relating to the applicable Portion of the Business for which the applicable Closing Date has occurred; and (g) all other Liabilities arising out of, relating to or incurred in connection with (i) the Retained Liabilitiesoperation of the applicable Portion of the Business after the applicable Closing, and (ii) any obligations other condition arising 18 out of any event or liabilities of Seller action taken by Purchaser or its Designated Affiliates following such Closing with respect to the extent that they are attributable to or arise out Purchased Assets acquired by the Purchaser upon the consummation of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to such Closing. Section 3.9, Section 3.19, Article 4 or Section 12.1.2.4

Assumed Liabilities. Upon On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Buyer assumes and hereby agrees to fulfill, perform, be bound by, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all Purchaser will assume the following obligations and other liabilities of any kind whatsoever of Seller arising from (whether known, unknown, accrued, absolute, matured, unmatured, contingent or relating otherwise) in each case, to the Assets or extent related to the CompaniesSpecified Assets, whether known or unknown, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable to periods arising prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: Closing (a) the use, ownership or operation of the Assets or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share of any revenues or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 are collectively referred to as the “Assumed Liabilities”)): (a) all obligations and other liabilities of Seller arising under the Specified Contracts, but excluding any liabilities for or to the extent related to any breach, default or violation by Seller of the Specified Contracts occurring prior to the Closing, and excluding any payment obligation that is past due under the terms of the Specified Contract; provided(b) all obligations and other liabilities of Seller arising under or related to the BARDA Contract, Buyer does not assume but excluding any liabilities for any breach, default or violation by Seller of the BARDA Contract occurring prior to the Closing; (c) all of Seller’s obligations and Assumed Liabilities shall not include): other liabilities arising under or related to the Novation Agreement entered into among Seller, Purchaser and BARDA or any other Governmental Entity, including any liabilities incurred by Seller through a guarantee provided to BARDA or any Governmental Entity under a Novation Agreement; (d) all obligations and other liabilities related to any of the Taxes, charges, fees and expenses that Purchaser is required to bear and pay pursuant to Section 1.6; (e) all obligations and other liabilities of Seller and its Affiliates related to the Specified Assets or the Specified Product, to the extent required to be performed or incurred following the Closing and related to (i) any post-marketing approval studies, commitments and regulatory requirements of the Retained Liabilities, FDA or any other Governmental Entity and (ii) any obligations pharmacovigilance activities for the Specified Product; (f) any product liability, liability for adverse reactions, liability for recalls, liability for product and packaging complaints for the Specified Product, whether direct or as a result of successor liability, all other liabilities of Seller and obligations, in each case, to the extent that they are attributable to or arise out of the Purchaser’s or any of its Affiliates use, ownership, use operation or operation sale of the Excluded AssetsSpecified Assets (including claims related to or arising from rebates, chargebacks, credits, product expirations, death, personal injury or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1.product liabilities);

Assumed Liabilities. Upon ClosingOn the Closing Date, Buyer shall deliver to the Sellers an undertaking (the "Assumption Agreement") in the form attached hereto as Exhibit A whereby Buyer, on and as of the Closing Date, assumes and hereby agrees to fulfillpay, perform, be bound by, pay perform and discharge (or cause when due, subject to be fulfilledthe provisions of Section 1.6, performed, paid or discharged) all the liabilities and obligations and liabilities of any kind whatsoever of Seller arising from or the Sellers relating to the Assets Holiday World Division business or the CompaniesAssets, whether arising before or after the Closing Date and whether known or unknown, liquidated fixed or contingent, and regardless of whether to the extent the same are unpaid, undelivered or unperformed on the Closing Date, including but not limited to: (1) all obligations relating to the Holiday World Division business under contracts, commitments and agreements (except those obligations relating to contracts specifically excluded from the transfers contemplated hereby), including, without limitation, commitments for advertising, all unfulfilled purchase orders and sales commitments; (2) all liabilities and obligations for returns of products sold by the Holiday World Division prior to the Closing Date; (3) all liabilities and obligations for consumer promotions and other marketing programs applicable to the operations of the Holiday World Division; (4) all obligations under the licenses, permits or franchises of the Holiday World Division except those disclosed on Schedule 1.1(g) hereto; (5) all current liabilities and accrued liabilities (excluding taxes referenced in 1.6(a)) arising out of the operations of the Holiday World Division, including, but not limited to, (i) all products liability claims with respect to products sold by the Sellers, (ii) all liabilities related to the presence, disposal, escape, seepage, leakage, discharge, emission, release or threatened release of any substances or materials or (iii) all liabilities related to or arising from the laws and regulations governing the sale of motor or recreational vehicles) and (6) all liabilities and obligations for any taxes and expenses described as obligations of the Buyer in Section 9.2 hereof. Buyer is not assuming, nor shall be deemed to have arisenassumed, accrued any liability or are attributable to periods prior to, on or after the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation obligation of the Assets Sellers or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Company of any revenues kind or proceeds attributable to production nature whatsoever, except as expressly provided in this Agreement or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging the Assumption Agreement. The liabilities and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered obligations assumed by or related to the Assets Buyer in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described in this Section 2.10 1.5 are collectively sometimes hereinafter referred to as the “"Assumed Liabilities”); provided, Buyer does not assume (and Assumed Liabilities shall not include): (i) the Retained Liabilities, (ii) any obligations or liabilities of Seller to the extent that they are attributable to or arise out of the ownership, use or operation of the Excluded Assets, or (iii) any other Claims for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 or Section 12.1".

Assumed Liabilities. Upon Closing, Buyer assumes and hereby The Concessionaire agrees to fulfill, perform, be bound by, pay assume and discharge (or cause to be fulfilledperform when due, performedall debts, paid or discharged) all liabilities, and obligations and liabilities of any kind whatsoever of Seller arising from or relating to the Assets Parking Garage System or the CompaniesParking Garage System Operations that occur, whether known arise out of or unknownrelate to, liquidated or contingent, and regardless of whether the same are deemed to have arisen, accrued or are attributable based on facts or actions occurring, during the Term, but only to periods prior tothe extent such debts, on liabilities or after obligations do not arise from or relate to any breach by the Effective Time, including obligations and liabilities of Seller concerning: (a) the use, ownership or operation of the Assets City or the ownership or operation of the Companies, (b) any obligations under or relating to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and paying for Imbalances according to the terms of applicable operating agreements, gas balancing agreements, Hydrocarbons sales, processing, gathering or transportation Contracts and other Contracts, (d) paying all obligations owed to working interest, royalty, overriding royalty, net profits and other interest owners and operators relating to the Assets, including their share Authority of any revenues covenant, representation or proceeds attributable to production or sales of Hydrocarbons, (e) all Environmental Liabilities, (f) properly plugging, re-plugging and abandoning the Xxxxx, (g) any obligation or liability for the dismantling, decommissioning, abandoning and removing of the Xxxxx or Equipment, (h) any obligation or liability for the cleaning up, restoration and/or remediation of the premises covered by or related to the Assets in accordance with applicable Contracts, Laws and all Environmental Laws, and (i) any obligation or liability regarding permits held by the Companies or transferred to Buyer and relating to the Assets (all of the obligations and liabilities described warranty set forth in this Section 2.10 are collectively referred to as Agreement (collectively, the “Assumed Liabilities”); provided, Buyer does not assume (and however, that the Assumed Liabilities shall not include): , and the City and the Authority shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts, liabilities and obligations (i) with respect to the Retained LiabilitiesCity’s and the Authority’s obligations under this Agreement, (ii) arising out of Parking Garage System Operations (including with respect to any obligations Parking Garage System Contracts or liabilities of Seller any parking discount cards or similar arrangements provided by the Authority or the City) prior to the extent that they are attributable Time of Closing, (iii) relating to any Parking Garage System Bonds or arise any other debt or obligations related to the Parking Garage System and incurred by the City or the Authority or the defeasance thereof, and (iv) under any Environmental Law arising out of or relating to the ownership, use operation or operation condition of the Excluded AssetsParking Garage System at any time prior to the Time of Closing or any Hazardous Substance or other contaminant that was present or released on or migrated or escaped or was released from the Parking Garage System or otherwise existed at any time prior to the Time of Closing and including (A) the abatement or removal of any asbestos present at the Time of Closing from the Parking Garage System as required by any Environmental Law in connection with the operation, repair, maintenance or construction activities permitted or required to be performed under this Agreement and (iiiB) any other Claims known or unknown environmental conditions and any pre-existing environmental conditions prior to the Time of Closing the manifestation of which occurs following the Time of Closing (collectively, the “Excluded Liabilities”). The City and the Authority shall indemnify and hold harmless the Concessionaire and the Leasehold Mortgagee for which Seller is required to indemnify Buyer pursuant to Section 3.9, Section 3.19, Article 4 any Losses or Section 12.1claims or liabilities incurred in respect of any Excluded Liability.