Common use of Assumption and Exclusion of Liabilities Clause in Contracts

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall assume assume, effective as of the Closing (or as of such later date as may be expressly provided in Section 2.08, Section 5.23 or in the Separation Agreement), and from and after the Closing (or such later date as may be expressly provided in Section 2.08, Section 5.23 or in the Separation Agreement) the Purchaser shall agree to pay, perform and discharge when due, only the following Liabilities of BSC and the SellerSellers relating to the Business or the Purchased Assets, except for other than the Excluded Liabilities (the “Assumed Liabilities”): (i) the obligations of BSC and the Sellers arising under the Transferred IP Agreements and Transferred Contracts, whether arising prior to, on or after the Closing Date (including all Liabilities reflected arising out of or reserved against relating to any termination or announcement or notification of an intent to terminate any such Contract as a result of the transactions contemplated by this Agreement), other than any such Liabilities that are either the subject of an action, suit or arbitration pending on the Closing Statement Date or the subject of Net Assets (other than Tax Liabilities)a claim with respect to which BSC or any of its Affiliates has received written notice on or prior to the Closing Date; (ii) all Liabilities of for product warranty service claims and all Product Liabilities, whether arising prior to, on or after the Seller arising under the Assumed Contracts (Closing Date, other than Liabilities that are either the subject of an action, suit or obligations attributable arbitration pending on the Closing Date or the subject of a claim with respect to (A) which BSC or any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability of its Affiliates has received written notice on or personal injury claims arising prior to the Closing and Date; (Ciii) intellectual property infringement claims all Liabilities arising out of or relating to any claim that the manufacture, use, importation, sale or offer for sale of Products sold by Purchaser or its Affiliates on or after the Closing Date (regardless of whether such Products existed prior to the Closing)Closing Date) infringes, misappropriates, or violates any Person’s Intellectual Property rights or that Products sold by Purchaser or its Affiliates on or after the Closing Date (regardless of whether such Products existed prior to the Closing Date) are falsely marked with patent numbers; (iv) all Liabilities that the Purchaser expressly has assumed or agreed to pay, or be responsible for, pursuant to the terms of this Agreement or of any Ancillary Agreement; (v) fifty percent (50%) of all Conveyance Taxes as provided in Section 5.15; and (iiivi) product warranties and claims thereunder relating 100% of all Recoverable Taxes that are recoverable by the Purchaser under applicable Law. Notwithstanding anything to the products of contrary contained herein, the BusinessAssumed Liabilities set forth in Section 2.02(a)(i) shall not include and the Purchaser shall not assume or have any responsibility for, and BSC shall, and shall cause the Sellers to, retain and be responsible for paying, performing and discharging when due, any Excluded Liabilities set forth in Sections 2.02(b)(i) through (xiv). (b) Notwithstanding subsection (a) above, the Seller shall retainBSC shall, and shall cause the Sellers to, retain and be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than any Liability not expressly included in the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationincluding the following Liabilities: (i) all Accounts Payable arising from the conduct of the Business prior to 11:59 p.m. EST on the day immediately prior to the Closing Date; (ii) all Excluded Taxes; (iiiii) all Liabilities for customs duties arising from the conduct of the Business on or prior to the Closing Date; (iv) all Liabilities to the extent relating to or arising out of assets or businesses of BSC or any of its Affiliates that are not included in the Purchased Assets (including the Excluded Assets; ) (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables“BSC Other Businesses”); (v) all intercompany and intracompany receivables, payables, loans and investments related to the Business; (vi) (A) with respect to each of the Transferred Sites, all Environmental Liabilities arising on or obligations prior to the applicable Facility Transfer Date, including (1) the presence or Release of any Hazardous Materials at, on, under or from any of the Transferred Sites on or prior to the applicable Facility Transfer Date; (2) the disposal, on or prior to the applicable Facility Transfer Date, of any Hazardous Materials generated by BSC or any Seller or that relates to, or arises out of, directly or indirectly, the operation of the Business or BSC’s or any Seller’s ownership, control or use of the Purchased Assets; and (3) the violation of any Environmental Law on or prior to the applicable Facility Transfer Date and (B) any other Liabilities under Environmental Law, including any such Liabilities relating to any other facility used by BSC or any of its Affiliates in connection with the Business, arising on or prior to the Closing Date; (vii) all Liabilities arising from (A) the matters listed in Section 3.07 of the Disclosure Schedule, (B) actions, suits or arbitrations pending on the Closing Date, or (C) matters that are the subject of a claim with respect to which BSC or any of its Affiliates has received written notice on or prior to the Closing Date and that would, in the case of clause (B) or (C), be required to be listed on such section of the Disclosure Schedule if existing on the date of this Agreement; (viii) fifty percent (50%) of all Conveyance Taxes as provided in Section 5.15; (ix) 100% of all Recoverable Taxes that are recoverable by BSC or any Seller under applicable Law; (x) all Liabilities arising out of or relating to any claim that the manufacture, use, importation, offer for sale or sale of any Products sold by BSC or its Affiliates prior to the Closing Date infringes, misappropriates, or violates any Person’s Intellectual Property rights or that Products sold by BSC or its Affiliates prior to the Closing Date are falsely marked with patent numbers; (xi) all Liabilities that BSC and the Sellers have expressly assumed or agreed to pay, or be responsible for, pursuant to the terms of this Agreement or any Ancillary Agreement; (xii) except to the extent expressly assumed in Article VI, all Liabilities in any way attributable to (A) any failure by Corresponding Transfer Date Employee who does not become a Transferred Employee and all other employees of BSC or the Seller to comply with Sellers, including the terms of Former Employees, in any Assumed Contract case, whether arising prior to to, on or after the Closingapplicable Employee Transfer Date, (B) products liability the Transferred Employees to the extent arising or personal injury claims otherwise attributable to the period on or prior to the applicable Employee Transfer Date, and (C) the Plans; (xiii) all Liabilities arising (A) under the Agreement dated November 13, 1998, between the Industrial Development Agency (Ireland) and Boston Scientific Cork Limited (x) prior to the Cork Manufacturing Transfer Date in respect of the Cork Facility, or (y) after the Cork Manufacturing Transfer Date in respect of the portion of the Cork Facility that is not a Transferred Site, (B) prior to the West Valley Manufacturing Transfer Date under the Lease dated November 3, 2000, between X.X. Xxxxxxxxx and BSC, as amended by the Extension of Lease, dated October 16, 2005, in respect of the West Valley Facility, and (C) prior to the Closing Date under the Industrial Space Lease dated January 1, 2007, between JER BTP II, LLC and BSC in respect of the Fremont Building #4 Facility; and (Cxiv) intellectual property infringement claims all Liabilities arising from any failure by BSC or any of the Sellers to comply with any FDA Laws, Federal Health Care Program Laws or the Foreign Corrupt Practices Act of 1977, as amended, or any other federal, foreign, or state anti-corruption or anti-bribery Law or requirement in connection with the Business or the Products on or prior to the Closing; andClosing Date.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume hereby assumes and shall agree agrees to pay, perform and discharge only the following Liabilities of the Seller, except for the Excluded Liabilities Seller (the “Assumed Liabilities”) and no other Liabilities whatsoever of the Seller (all other Liabilities of the Seller, the “Excluded Liabilities”): (i) all current Liabilities reflected or reserved against set forth on the Closing Statement of Net Assets (other than Tax LiabilitiesIndebtedness), arising out of or relating primarily to the Business; (ii) all Liabilities of the Seller arising on or after the Closing under Contracts and other arrangements, including the Assumed Contracts Material Contracts, included in the Purchased Assets and assumed by the Purchaser (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties any Liability arising from a written warranty given by the Seller in the ordinary course of business consistent with past practice in accordance with a Customer Contract included in the Purchased Assets and claims thereunder relating assigned to the products of the BusinessPurchaser. (b) Notwithstanding subsection (a) above, Any and all Liabilities of the Seller and its Subsidiaries not expressly assumed by the Purchaser pursuant to Section 2.02(a), whether or not incurred or accrued, whether asserted before, on or after the Closing Date, shall retainbe retained, and as the case may be, by the Seller or its Subsidiaries, who shall be responsible for paying, performing and discharging when duesuch Liabilities, and the Purchaser shall not assume or have any responsibility for such Liabilities. The Purchaser shall not assume or pay, perform or discharge, or hold the Seller or any of its Subsidiaries harmless against, or be responsible for, all Liabilities any of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, . For the avoidance of doubt but without limitation, except to the extent a Liability is an Assumed Liability, the Excluded Liabilities shall include: (i) all Liabilities arising out of or relating to the operation of the Business or the ownership of the Purchased Assets by the Seller or any of its Subsidiaries on or prior to the Closing Date; (ii) all Indebtedness of the Seller and its Subsidiaries; (iii) all Actions or threatened Actions against the Seller or any of its Subsidiaries, including the Wage and Hour Litigation; (iv) all Excluded Taxes; (iiv) all Liabilities relating to or arising out of or relating to the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (vvi) all Liabilities pursuant to Environmental Law arising out of or obligations attributable relating to any action, event, circumstance or condition related to the Business or the Leased Real Property, in each case occurring or existing on or before the Closing, including: (A) any failure Release of any Hazardous Material into the Environment by the Seller or any of its Subsidiaries on or before the Closing at, to comply with or from the terms Leased Real Property or any property formerly owned, leased, used or occupied by the Business (and any additional migration of such Hazardous Material after the Closing); (B) any Assumed Contract prior to transportation, disposal or discharge by the Seller or any of its Subsidiaries, or the arrangement for such activities by the Seller or any of its Subsidiaries, on or before the Closing, (B) products liability of any Hazardous Material originating at the Leased Real Property or personal injury claims arising prior any property formerly owned, leased, used or occupied by the Business to the Closing or at any location; and (C) intellectual property infringement claims any noncompliance with or violation of any applicable Environmental Law or Environmental Permit relating in any way to the Business on or before the Closing (and any continuation of such noncompliance or violation from the Closing to six months after the Closing); provided, however, that Excluded Liabilities shall not include such Liabilities to the extent they are exacerbated after the Closing by the negligent acts of Purchaser. (vii) any Liability for overbilling with respect to the suspended AT&T jobs set forth on Section 2.02(b)(vii) of the Disclosure Schedule (the “Overbilling Liability”); (viii) Liabilities for any and all severance or other termination-related costs with respect to Business Employees who do not become New Employees; and (ix) all Liabilities of the Seller and its Affiliates (A) relating to the Plans or arising under Title IV of ERISA or the joint and several Liability provisions of the Code governing the Plans or (B) arising from or in connection with the employment, retention or termination of any (1) former employee and any consultant or director of the Seller or their respective Affiliates and (2) current employee of the Seller or their respective Affiliates on or prior to the Closing; anddate hereof, including, without limitation, any Liabilities arising from or in connection with the transactions contemplated by this Agreement, other than the Liabilities of the Seller expressly assumed by the Purchaser pursuant to Section 2.02(a) of this Agreement.

Assumption and Exclusion of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, at the Closing, the Purchaser shall assume and shall agree agrees to pay, perform and discharge when due to the following Liabilities of the Seller, except for the Excluded Liabilities Seller only (the “Assumed Liabilities”):) and no other Liabilities whatsoever: (i) all Liabilities reflected of the Seller (or reserved against on any predecessor of the Closing Statement Seller or any prior owner of Net all or part of its businesses and assets) to the extent relating to or arising out of the Purchased Assets (other than Tax Liabilitiesincluding but not limited to all such Liabilities to the extent relating to or arising out of the Purchased Assets prior to the time such Purchased Assets were transferred to the Seller or its Affiliates pursuant to the Transaction Agreement); (ii) all Liabilities of the Seller (or any predecessor of the Seller or any prior owner of all or part of its businesses and assets) arising under the Assumed Contracts Transferred Contracts; (other than iii) all Liabilities or obligations attributable to (A) any failure by of the Seller (or any predecessor of the Seller or any prior owner of all or part of its business and assets) relating to comply with the terms thereof prior any products or services manufactured or sold pursuant to the Closing, (B) products liability Transferred Contracts on or personal injury claims arising prior to the Closing Date, including warranty obligations and product liabilities; (Civ) intellectual property infringement claims arising all Liabilities related to the Returning Employees that accrued, arose or otherwise relate to the period prior to July 3, 2017 other than pursuant to an In-Scope Plan (“Assumed Employee Liabilities”); (v) Conveyance Taxes that are the Closing)responsibility of Purchaser pursuant to Section 5.13; and (iiivi) product warranties and claims thereunder all Liabilities for Taxes relating to the products of Purchased Assets or the BusinessAssumed Liabilities for Post-Closing Tax Periods, other than Excluded Taxes. (b) Notwithstanding subsection Any and all Liabilities of the Seller not expressly assumed by the Purchaser pursuant to Section 2.2(a), including Excess Liabilities, Excluded Taxes and Excluded Employee Liabilities, whether or not incurred or accrued whether asserted before, on or after the Closing Date (a) abovetogether, all such Liabilities, Excess Liabilities, Excluded Taxes and Excluded Employee Liabilities, the Seller “Excluded Liabilities”), shall retainbe retained by the Seller, and who shall be responsible for paying, performing and discharging when duesuch Excluded Liabilities, and the Purchaser shall not assume or and shall not have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “for such Excluded Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of and exclusions set forth in this Agreement, at the Closing, Abbott shall, or shall cause the applicable Asset Purchaser shall to, assume and shall agree to pay, perform and discharge when due, any and all of the following Liabilities of Guidant and its Affiliates to the Sellerextent relating to or arising out of the Business or the Purchased Assets, except for other than the Excluded Liabilities set forth in Section 2.03(b) below (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection After the Closing, Guidant and/or its Affiliates shall retain (a) aboveor, the Seller shall retainif necessary, expressly assume), and shall be responsible for paying, performing and discharging when due, and none of Abbott, the Purchaser Purchasers or their Affiliates shall not assume (by succession, transfer or assignment or otherwise) or have any responsibility for, all Liabilities any of the Seller as of the Closing other than the Assumed following Liabilities (the “Excluded Liabilities”), including, without limitation:): (i) all Excluded Taxes; (ii) all Liabilities to the extent relating to or arising out of the Excluded Assets; (ii) all Liabilities to the extent relating to or arising out of assets or businesses of Guidant or any of its Affiliates that are not included in the Assets or related to the Business; (iii) claims all Liabilities (1) (A) arising prior from death or personal injury relating to, resulting from, caused by or arising out of, directly or indirectly, the ANCURE ENDOGRAFT System used in the treatment of abdominal aortic aneurysms, including any such Liabilities for negligence, strict liability, design or manufacturing defect, conspiracy, failure to the Closing made by employees warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use, or (B) otherwise relating to such System, (2) arising from defibrillator product recalls and any related litigation, or (3) arising from any Guidant shareholder litigation with respect to or arising out of the Seller (including transactions pursuant hereto or the Transferred Employees) relating to their employment with the SellerAmended and Restated Agreement and Plan of Merger, dated as of November 14, 2005, among Xxxxxxx & Xxxxxxx, Xxxxxx Merger Sub, Inc. and Guidant or any amendment or successor agreement thereof; (iv) except as provided in Section 6.02(f), all InterLiabilities (including all claims arising out of any death, accident, disease or injury occurring on or before the Closing, whether asserted before or after the Closing) relating to or arising from any employee or independent contractor compensation or benefit plan, program or arrangement that is maintained or contributed to by Guidant or any of its Affiliates (other than a stand-company Payablesalone plan, program or arrangement that is sponsored by a Transferred Subsidiary and covers primarily employees of the Business) and that is not transferred to a Purchaser or its Affiliate pursuant to Article VI; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closingindebtedness for borrowed money; and (vi) all intercompany payables and loans between Guidant and any of its Affiliates, or between any Affiliate of Guidant and any other Affiliate of Guidant.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and except as provided Section 2.02(b) below hereof, the Purchaser shall, by executing and delivering, at the Closing, the Purchaser shall assume Xxxx of Sale, assume, and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on set forth in Section 2.02(a)(i) of the Closing Statement of Net Assets (other than Tax Liabilities)Disclosure Schedule; (ii) all Cure Costs in accordance with Section 5.01; (iii) all Liabilities in respect of Permits and Licenses, including all Forestry Liabilities; (iv) all Liabilities for product warranty service claims relating to products of the Business and all Product Liabilities; (v) all Liabilities in respect of the Transferred Employees, including those arising in connection with these Transactions (including Liabilities under the Employee Plans that are incurred as a result of a separation from employment from the Seller), and all Liabilities in respect of accrued vacation (banked and supplemental, including vacation pay on vacation pay), overtime entitlement, sick leave, severance in lieu of notice, workers’ compensation claims and insurance claims (“Employee Liabilities”); (vi) all Liabilities of the Seller arising under the Assumed Contracts Permitted Encumbrances except for Mechanics Liens; (vii) all Environmental Liabilities related to the Business, the Purchased Assets, the Seller (to the extent related to the Business), the Owned Real Property and the Leased Real Property, and any other real property the Seller uses, or has the right to use, in connection with the Business where such real property or such right to use such real property is a Purchased Asset, including any area used pursuant to the Permits and Licenses (including the Timber Tenures); (viii) all Taxes relating to the Purchased Assets or the Business other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing)Excluded Taxes; and (iiiix) product warranties all other Liabilities arising in connection with the ownership, operation, and claims thereunder relating to the products use of the BusinessPurchased Assets from and after the Closing Date. (b) Notwithstanding subsection (a) aboveWith the exception only of Assumed Liabilities, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed any Liabilities (the “Excluded Liabilities”), including, without limitationincluding any of the following Liabilities: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets;; and (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller’s obligations under this Agreement; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of Parent, the Seller, except for the Excluded Liabilities Seller and any of Parent’s other Affiliates (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Date Working Capital Statement of Net Assets (other than Tax finally resolved in accordance with Section 2.07(e)(ii), including Workers’ Compensation Liabilities); (ii) all Liabilities of the Seller Parent or its Affiliates arising under the Assumed Contracts contracts and agreements assumed by the Purchaser pursuant to Sections 2.01(a)(x) and (xi) (other than Liabilities or obligations attributable to (A) any failure by the Seller Parent or its Affiliates to comply with the terms thereof prior to the ClosingClosing Date); (iii) any liabilities relating to a Plan that are to be assumed pursuant to the express terms of Article VI; (iv) solely to the extent provided in Article VIII, Post-Closing Environmental Liabilities, Historical On-Site Environmental Liabilities, and Straddle Environmental Liabilities; (v) all Liabilities assigned to the Purchaser under Article VI; (vi) all accounts and trade payables, in each case to the extent such Liabilities are reflected, or are expressly reserved for, in the Closing Date Working Capital Statement; (vii) all Liabilities that the Purchaser expressly has assumed or agreed to pay, or be responsible for, pursuant to the terms hereof or of any Ancillary Agreement; (viii) all Liabilities of the Seller arising from commitments (in the form of accepted purchase orders), or outstanding quotations, proposals or bids to (A) sell products or (B) products liability purchase or personal injury claims acquire raw materials, components, supplies or services (provided that, in each case, with respect to such commitments, outstanding quotations, proposals or bids arising prior between the date hereof and the Closing Date, such commitments, outstanding quotations, proposals or bids have been made in accordance with Section 5.01 hereof); (ix) all Taxes for Post-Closing Periods relating to the Closing and (C) intellectual property infringement claims arising prior Purchased Assets or the Business and, without duplication of any Taxes included under Section 2.02(a)(i), any Taxes relating to the Closing)Purchased Assets or the Business for a Pre-Closing Period to the extent an amount for any such Tax is set forth as a Liability on the Closing Date Working Capital Statement, in each case, other than Excluded Taxes; and (iiix) product warranties and claims thereunder relating to the products of the Businessall Workers’ Compensation Liabilities. (b) Notwithstanding subsection (a) aboveabove to the contrary, Parent, the Seller and Parent’s other Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Liabilities relating to, resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business or any Purchased Assets prior to the Closing Date, except for any Liabilities expressly assumed under Section 2.02(a) and any Liabilities related to the Employee Amounts; (ii) all Excluded Taxes; (iiiii) all Liabilities relating to or arising out of or relating to the Excluded Assets; (iiiiv) claims arising prior except to the Closing made by employees of extent such are Assumed Liabilities and subject to the Seller (including provisions set forth in Article VIII, all Environmental Liabilities; provided, however, with respect to Historical Off-Site Environmental Liabilities, such liabilities shall be subject to the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payablesprocedures set forth in Section 8.07; (v) all any Indebtedness of the Business (the “Excluded Indebtedness”); (vi) except for Workers’ Compensation Liabilities, any Liabilities relating to any current or obligations attributable to former employees, independent contractors, officers or agents of the Seller other than the Transferred Employees; (vii) except (A) any failure by the Seller to comply with the terms of any Assumed Contract prior as and to the Closing, extent expressly provided in Article VI and (B) products liability or personal injury claims arising for Workers’ Compensation Liabilities, any Liabilities relating to the Plans and any Liabilities relating to the Transferred Employees incurred prior to the Closing and Date; (Cviii) intellectual property infringement claims arising prior all Liabilities for which Parent or any of its Affiliates expressly has retained or agreed to pay, or be responsible for, pursuant to the Closingterms hereof or of any Ancillary Agreement; (ix) all intercompany receivables, payables, loans and investments related to the Business; (x) all Liabilities assigned to or retained by the Seller under Article VI; and (xi) all Liabilities to the extent arising out of Actions relating to the matters constituting Excluded Liabilities specified in the foregoing clauses (i) – (x) of this Section 2.02(b).

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the The Purchaser shall assume no liability or obligation of the Sellers except the liabilities and obligations expressly set forth in this Section 2.02(a) (collectively, the “Assumed Liabilities”), which the Purchaser or its permitted assignee (as contemplated by Section 11.06), as the case may be, shall agree to assume and pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):obligee to whom such liabilities or obligations are owed: (i) all Liabilities reflected or reserved against on of the Closing Statement of Net Assets Sellers (other than Tax Environmental Liabilities) under the Assigned Contracts for the lease of real property (other than any such lease that is an Excluded Contract) and the other Assigned Contracts (other than any that is an Excluded Contract), in each case (A) for which all necessary consents and/or Bankruptcy Court approval to transfer have been obtained and (B) all Determined Cure Costs, it being understood and agreed that all such Determined Cure Costs shall be paid as a portion of the Purchase Price in accordance with Section 2.04(b); (ii) all Liabilities in respect of the Seller arising under the Assumed Contracts Permits and Licenses (other than Liabilities any that is an Excluded Contract), in each case arising and relating solely to the period from and after the Closing and not to the extent arising out of any breach or obligations attributable to (A) any failure by the Seller to comply with the terms default thereof or other activities prior to the Closing; (iii) (A) all Property Taxes and assessments on the Purchased Assets that relate to the period from and after the Closing, and (B) products liability or personal injury claims arising all Pre-Closing Lien Taxes; (iv) all Trade Payables; (v) all obligations relating to any gift certificates issued by Sellers in connection with the Business prior to the Closing Date; (vi) all obligations to replace or repair any product, or to return the purchase price of any product, arising in the ordinary course of business from claims of retail or online customers under product warranties, product return policies or other retail or online customer programs set forth in Section 2.02(a)(vi) of the Sellers’ Disclosure Schedule, in each case (A) relating to the Purchased Assets and (CB) intellectual property infringement excluding any Liabilities for personal injury claims arising or product recalls relating to the operation of the Business prior to the Closing); (vii) all Liabilities set forth in Section 2.02(a)(vii) of the Sellers’ Disclosure Schedule; and (iiiviii) product warranties and claims thereunder relating to the products extent submitted pursuant to Section 6.02(g) prior to the termination of the BusinessIBNR Claims Period, any IBNR Liabilities. (b) Notwithstanding subsection (a) aboveanything to the contrary in this Agreement, the Seller shall retain, parties expressly acknowledge and shall be responsible for paying, performing and discharging when due, and agree that the Purchaser shall not assume or have in any responsibility for, all manner whatsoever be liable or responsible for any Liabilities of the Seller as any of the Sellers, or of any predecessor or Affiliate of any of the Sellers, existing on the Closing Date or arising thereafter as a result of any act, omission or circumstance taking place prior to the Closing, other than the Assumed Liabilities. The Liabilities (not specifically assumed by Purchaser pursuant to Section 2.02(a) shall be referred to herein collectively as the “Excluded Liabilities”).” Without limiting the foregoing, the Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including, without limitation, all of the following Liabilities, of any of the Sellers, or of any predecessor or Affiliate of any of the Sellers: (i) all Excluded Taxes; (ii) all any Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Sellerall Accounts Payable; (iv) all Interany pre-company PayablesPetition Date accrued expenses of the Sellers; (v) any Environmental Liabilities in respect of the Owned Real Property, the Leased Real Property and any area used pursuant to the Permits and Licenses relating to the Business, or Hazardous Material or environmental conditions that exist on or prior to the Closing Date; (vi) the Sellers’ obligations under this Agreement and the Ancillary Agreements and any fees or expenses incurred by any of the Sellers in connection with the negotiation, preparation, approval or execution of this Agreement and the Ancillary Agreements and/or the sale of the Purchased Assets pursuant hereto, including, without limitation, the fees and expenses of counsel, independent auditors, brokers, bankers, investment bankers and other advisors or consultants and any success (or similar fees) arising in connection therewith; (vii) any Liabilities arising as a result of any Action initiated at any time, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date, including any shareholder Actions, or Actions in tort or for breach of contract and any Liabilities arising in connection with the Actions set forth on Section 2.02(b)(vii) of the Sellers’ Disclosure Schedule; (viii) except as set forth in Section 2.02(b)(viii) of the Sellers’ Disclosure Schedule or to the extent specifically provided in Article VI, all Liabilities arising out of, relating to or obligations attributable with respect to (Ai) the employment or performance of services, or termination of employment or services by Sellers or any of their Affiliates of any individual on or before the Closing Date, (ii) each of the Employee Plans subject to Title IV of ERISA, all other Employee Plans and any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by any Seller or any Affiliate of any Seller, or with respect to which any Seller or any Affiliate of any Seller has any Liability or otherwise, or (iii) workers’ compensation claims against Sellers or any of their Subsidiaries that relate to the period ending on the Closing Date, irrespective of whether such claims are made prior to or after the Closing; (ix) any failure by Liability relating to the Seller to comply with the terms employment or termination of employment of any Assumed Contract Person arising from or related to the operation of the Business prior to Closing (including but not limited to, any severance or stay or incentive bonuses) not expressly assumed by Purchaser under Article VI; (x) any Liabilities arising under Intercompany Loans and all promissory notes related thereto; (xi) all Liabilities arising under the Term Loan Agreement; (xii) all Liabilities arising under the DIP Credit Agreement; (xiii) all Liabilities arising under the Revolving Credit Agreement; (xiv) all Liabilities with respect to Seller Expenses; (xv) subject to Section 2.02(a)(iii)(B), Section 2.02(a)(iv), Section 2.02(a)(v), Section 2.02(a)(vi) and Section 2.02(a)(vii) any Liabilities arising from the ownership and operation of the Business prior to the Closing, including, without limitation, all Liabilities in respect of Indebtedness that relates to the period prior to the Closing; (Bxvi) products any Liabilities arising from the operation of any successor liability Laws, including, without limitation, “bulk sales” statutes, to the extent that non-compliance therewith or personal injury the failure to obtain necessary clearances would subject the Purchaser or the Purchased Assets to the claims arising of any creditors of any of the Sellers, or would subject any of the Purchased Assets to any Liens or other restrictions (except for Permitted Encumbrances); (xvii) any violation of an applicable Law or Order prior to the Closing and by any of the Sellers, including, without limitation, any Environmental Law; (Cxviii) intellectual property infringement claims arising any IBNR Liability submitted pursuant to Section 6.02(g) following the termination of the IBNR Claims Period; and (xix) any Liability with respect to outstanding checks or other instruments issued by the Sellers. (c) Nothing contained in this Agreement shall require the Purchaser to pay or discharge any Assumed Liabilities (i) prior to such Assumed Liabilities becoming due and payable in accordance with the Closing; andunderlying terms of any Contracts giving rise to or governing such Assumed Liabilities or (ii) so long as the Purchaser shall in good faith contest the amount or the validity thereof.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall or one of its designated Affiliates shall, on the Closing Date, assume and shall agree to pay, perform and discharge the following Liabilities when due all debts, obligations, contracts, commitments, agreements and liabilities of the SellerSellers, of every kind and description primarily related to the conduct of the SAP Business and arising by reason of actions or events occurring on or before the Closing Date, whether or not existing on the Closing Date, and whether absolute or contingent, matured or unmatured, or known or unknown, except for the Excluded Liabilities (as defined below) (the “"Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities"); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection The Purchaser and its designated Affiliates, as applicable, shall not assume or have any responsibility for any debts, obligations, contracts, commitments, agreements or liabilities of the Sellers of any kind or description not primarily related to the conduct of the SAP Business (a) above, the Seller "Excluded Liabilities"). The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser due (provided that nothing herein shall not assume preclude Parent from contesting or have disputing any responsibility for, such Excluded Liabilities) all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded TaxesTaxes now or hereafter owed by the Sellers, or attributable to the SAP Assets or the SAP Business, to the extent relating to any period, or any portion of any period, ending on or prior to the Closing Date (excluding, for purposes of clarification, any conveyance Taxes subject to Section 7.06 hereof, which shall be shared by the parties in the manner set forth therein); (ii) all Liabilities (including Taxes) relating to or arising out of the Excluded AssetsAssets or the Remco Businesses; (iii) claims all Liabilities arising from or relating to the employment or termination of employment of any Transferred Employee or U.K. Designated Employee prior to the Closing made by employees Date (including, without limitation, any Liabilities arising under any Plan or other compensation program, arrangement or agreement of the Seller (including Sellers, the Transferred Employees) relating Company or SAP Thai except to their employment with the Sellerextent otherwise provided in this Agreement); (iv) all Inter-company Payablesany Indebtedness for borrowed money other than the Continuing Intercompany Indebtedness; (v) all debts, Liabilities and obligations of the Sellers related to, or arising out of, the conduct of the SAP Business prior to the Closing Date to the extent that the existence of such Liability or obligation constitutes a breach by the Sellers of any of their representations and warranties in this Agreement; (vi) any Liabilities of, or retained by, the Sellers under this Agreement; (vii) any and all Liabilities or Losses suffered or incurred by the Sellers or the SAP Business, including by reason of or in connection with any claim or cause of action of any third party, to the extent arising out of any action, inaction, event, condition, liability or obligation of the Remco Businesses occurring or existing before or after the Closing Date; (viii) except for Offsite Environmental Liabilities, and the obligations attributable of the Purchaser as described in Exhibit 5.27 attached hereto with respect to the specific condition described therein, any and all Losses or Liabilities pursuant to any Environmental Law, or related to gases occurring naturally, geologically or otherwise, in each case, arising from or related to any action, event, circumstance or condition related to the SAP Business and occurring or existing on or before the Closing Date, including, without limitation, (A) any failure by Release of Hazardous Materials into the Seller Environment at, to comply or from the SAP Real Property or any property formerly owned or operated in connection with the terms of any Assumed Contract prior to the ClosingSAP Business, (B) products liability in each case on or personal injury claims arising prior to the Closing (and any additional migration of such Release after the Closing Date) to the extent such Release is in violation of any Environmental Law or is in a quantity, concentration or any other form that is reportable or requires investigation, remediation or other action pursuant to Environmental Law; (CB) intellectual property infringement claims any and all Environmental Claims arising at any time that relate to the SAP Business or the SAP Real Property on or prior to the Closing; and (C) any and all non-compliances with or violations of any applicable Environmental Law or Environmental Permit relating to the Sellers, the SAP Real Property or the SAP Business on or prior to the Closing (and any continuance of such non-compliance or violation after the Closing Date, except, with respect to this Section 2.03(viii)(C), to the extent (i) the Purchaser was or should have been aware of such non-compliance or violation on or before the Closing Date, or (ii) the condition constituting such non-compliance or violation is altered or changed by the Purchaser and its Affiliates after the Closing Date); and (ix) any and all costs and expenses (including attorneys' fees) incurred by the Sellers in preparing and negotiating this Agreement or the transactions contemplated hereby, and any Liabilities with respect to Actions relating to, resulting from, or arising out of, this Agreement or the transactions contemplated hereby.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume shall, on the Closing Date, assume, and shall agree to pay, perform and discharge the following when due, all Liabilities of the SellerSellers arising out of or relating to the Business as a going concern, the Transferred Assets or the Newspapers, whether accrued or arising before or after the Closing, except for the Excluded Liabilities (the “Assumed Liabilities”): ). Without in any way limiting the foregoing, the Purchaser shall be responsible for and shall assume as part of the Assumed Liabilities (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); liabilities associated with prepaid subscriptions and advertising, (ii) all Liabilities of severance liabilities for Newspaper Employees that are hired by the Seller Purchaser, (iii) all liabilities arising under any contract related to the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to Business arising after the Closing, (Biv) products liability or personal injury claims all Liabilities arising under any contract related to the Business incurred prior to the Closing and (C) intellectual property infringement claims arising prior but only to the Closingextent such Liability is included as a Current Liability in calculating the Purchase Price Adjustment); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller The Sellers shall retain, and shall be responsible for payingpay, performing perform and discharging discharge when due, and the Purchaser shall not assume or have any responsibility for, all of the following Liabilities of the Seller as of the Closing other than the Assumed Liabilities Sellers (the “Excluded Liabilities”), including, without limitation:): (i) all Excluded TaxesFederal and state income Taxes now or hereafter owed by the Sellers or any Affiliate of the Sellers that are attributable to the operations or activities of the Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date; (ii) all Liabilities relating to or the extent arising out of or relating to the Excluded AssetsAssets (other than Liabilities reflected or reserved against in determining Working Capital, all of which shall be Assumed Liabilities notwithstanding anything in this Agreement to the contrary); (iii) claims all Liabilities relating exclusively to or arising prior to the Closing made by employees exclusively out of the Seller (including obligations of the Transferred Employees) relating to their employment with Sellers under the SellerAgreement, the Ancillary Agreements, the Transition Services Agreement and the Non-Competition Agreement; (iv) all Inter-company PayablesLiabilities arising out any employee benefit plans that the Purchaser will not assume under the terms of this Agreement; (v) all debts and other obligations due from the Sellers to any Affiliate of any Seller; (vi) all debts and other obligations of the Sellers for borrowed money whether or not reflected on any balance sheet or financial or other statement delivered by the Sellers to the Purchaser; (vii) all Liabilities relating to the Retained Employee and the Excluded Employees (including but not limited to all severance and similar Liabilities); provided, however, that the Purchaser shall be responsible for and shall reimburse the Sellers within 5 Business Days of a request thereof, for any severance expense required to be paid by the Sellers to the Excluded Employees which exceeds $200,000 in the aggregate; (viii) all Liabilities of the Sellers to the extent not arising out of or obligations attributable relating to the Business as a going concern, the Transferred Assets and the Newspapers; (ix) all Liabilities of the Sellers relating to (A) any failure libel claims with respect to materials published by the Seller to comply with the terms of any Assumed Contract Newspapers prior to the Closing, Closing Date or (B) products liability workers’ compensation claims of Newspaper Employees with respect to occurrences prior to the Closing Date. (x) all Liabilities arising under any contract related to the Business incurred or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior except to the extent such Liability is included as a Current Liability in calculating the Purchase Price Adjustment); (xi) all Liabilities in connection with the Retention Agreements and all Liabilities associated with those agreements that arise post-Closing; and (xii) all Liabilities relating to existing environmental conditions disclosed on the Reports; provided that the Sellers shall not be required to take any action or to incur any fees or expenses or reimburse the Purchaser for any fees or expenses related to these Liabilities absent a written demand, a judicial action, a unilateral administrative order, an order on consent, an administrative consent order, or any other sort of administrative order by a Governmental Authority requiring such action. Without limiting the foregoing to the extent, any such action required as a result of a change in law following the Closing Date shall be the Purchaser’s sole responsibility and part of the Assumed Liabilities.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the The Purchaser shall assume no liability or obligation of the Sellers except the liabilities and obligations expressly set forth in this Section 2.2(a) (collectively, the “Assumed Liabilities”), which the Purchaser or its assignee (as contemplated by Section 10.6) as the case may be, shall agree to assume and pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets that may be asserted in good faith against the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):obligee to whom such liabilities or obligations are owed: (i) all Liabilities reflected or reserved against on of the Sellers under the Assigned Contracts for the lease of real property and the other Assigned Contracts, in each case (A) for which Bankruptcy Court approval (and all other consents, if any, that are necessary notwithstanding such Bankruptcy Court approval) has been obtained and (B) arising and relating solely to the period from and after the Closing Statement and not to the extent arising out of Net Assets (any breach or default thereof or other than Tax Liabilitiesactivities prior to the Closing, and, with respect to the foregoing Assigned Contracts, all Determined Cure Costs, it being understood and agreed that all such Determined Cure Costs shall be paid as a portion of the Purchase Price in accordance with Section 2.4(e); (ii) all Liabilities in respect of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable Permits and Licenses, if any, that are assigned to (A) any failure and assumed by the Seller to comply with the terms thereof prior Purchaser (by virtue of being an Assigned Contract or otherwise), in each case arising and relating solely to the Closing, (B) products liability period from and after the Closing and not to the extent arising out of any breach or personal injury claims arising default thereof or other activities prior to the Closing and, with respect to the foregoing Permits and Licenses that are Assigned Contracts, all Determined Cure Costs, it being understood and agreed that all such Determined Cure Costs shall be paid as a portion of the Purchase Price in accordance with Section 2.4(e); (Ciii) intellectual property infringement claims arising all Property Taxes and assessments on the Purchased Assets that relate to the period after the Closing Date; (iv) all Trade Payables set forth on the Schedule delivered pursuant to Section 2.7(k) except to the extent that, at any time and from time to time on or before the Business Day prior to the Closing Date, the Purchaser, by written notice to the Sellers, elects to exclude any one or more of the Trade Payables that would otherwise be Assumed Liabilities; (v) any obligations to make available health coverage under COBRA to current and former employees of the Sellers solely to the extent that the Purchaser is required to make available such coverage pursuant to §§54,4980B-9 of the Regulations; (vi) any obligations of the Sellers (A) to make severance or stay bonus payments to the individuals set forth on Schedule 2.2(a)(vi), pursuant to the agreements listed on Schedule 2.2(a)(vi) (subject to acknowledgment of the individuals party thereto, prior to and as a condition to any payment being required to be made by the Purchaser thereunder, that the maximum payment thereunder shall be one years’ compensation) (the "Assumed Severance Agreements"), to the extent any such stay bonuses become due and payable based on actions taken by the Purchaser after the Closing, provided that the Purchaser shall not assume the obligation to make any such payment to any individual (I) based on an assertion by such individual that such payment has become due as a result of the Closing and (II) if the Purchaser and such individual have entered into a mutually acceptable severance agreement (which may be incorporated as part of an employment agreement) superseding the severance obligation listed on Schedule 2.2(a)(vi) with respect to such individual and (B) under the other agreements listed on Schedule 2.2(a)(vi); (vii) all obligations assumed by the Purchaser pursuant to Section 6.1(b); and (iiiviii) product warranties the employment agreements (the "Assumed Employment Agreements") between Parent and claims thereunder relating each of Xxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx Xxxxx ("Xxxxx"), provided that the noncompetition and nonsolicitation covenants in the Equity Award Agreements need not conform to those in the Assumed Employment Agreements and provided further that (A) Xxxxxxxxx shall acknowledge that he is entitled to equity compensation only pursuant to his Equity Award Agreement and not pursuant to his employment agreement, that he is not entitled to a severance payment upon a termination for cause, that he is entitled to severance benefits only pursuant to his severance agreement and not pursuant to his employment agreement and, solely to the products extent the same would not result in the imposition of any excise tax under Section 409A of the BusinessInternal Revenue Code, that the consummation of the transactions contemplated hereby do result in the acceleration of payment of the "Special Monthly Compensation" provided for therein and (B) Stone shall acknowledge that he is entitled to equity compensation only pursuant to his Equity Award Agreement and not pursuant to his employment agreement. (b) Notwithstanding subsection (a) aboveanything to the contrary in this Agreement, the Seller shall retain, parties expressly acknowledge and shall be responsible for paying, performing and discharging when due, and agree that the Purchaser shall not assume or have in any responsibility for, all manner whatsoever be liable or responsible for any Liabilities of the Seller as any of the Sellers, or of any predecessor or Affiliate of any of the Sellers of any kind or nature whatsoever, including Liabilities existing on the Closing Date and Liabilities arising thereafter as a result of an act, omission or circumstance taking place prior to the Closing, other than the Assumed Liabilities. The Liabilities (not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein collectively as the “Excluded Liabilities”).” Without limiting the foregoing, the Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including, without limitation, all of the following Liabilities, of any of the Sellers, or of any predecessor or Affiliate of any of the Sellers: (i) all Excluded Taxes; (ii) all any Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Sellerexcept as provided in Section 2.2(a)(iv), all accounts payable; (iv) all Inter-company Payablesany Environmental Liabilities in respect of the Leased Real Property or any area used pursuant to the Permits and Licenses relating to the Business or otherwise in respect of Hazardous Material used or environmental conditions that exist on or prior to the Closing Date; (v) the Sellers’ obligations under this Agreement and the Ancillary Agreements and any fees or expenses incurred by any of the Sellers in connection with the negotiation, preparation, approval or execution of this Agreement and the Ancillary Agreements and/or the sale of the Purchased Assets pursuant hereto, including, without limitation, the fees and expenses of counsel, independent auditors, brokers, bankers, investment bankers and other advisors or consultants and any success (or similar fees) arising in connection therewith; (vi) any Liabilities arising as a result of any Action initiated at any time, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date (except to the extent that any such Liability is an Assumed Liability explicitly set forth in clauses (i) through (vii) of Section 2.2(a)), including, without limitation, all Liabilities arising in connection with any Actions set forth or obligations attributable required to be set forth on Section 3.4 of the Sellers’ Disclosure Schedule; (vii) any Liabilities arising from or related to (A) the Employee Plans, except for Employee Plans assumed pursuant to Section 2.2(a)(vii) and Section 6.1(b), or (B) the termination of any of the Employee Plans; (viii) any Liability (other than Liabilities to provide benefits under COBRA, but including any liability of the Sellers arising from a failure to provide any required notices under COBRA to former employees) relating to the employment or termination of employment of any Person or the engagement or termination of engagement of any independent contractor arising from the operation of the Business (including but not limited to, any severance or stay or incentive bonuses) other than obligations (A) arising on or after the Closing with respect to Transferred Employees or independent contractors engaged by the Seller Purchaser or (B) expressly assumed by Purchaser under Section 2.2(a)(vi) or (vii) or Article VI; (ix) all Liabilities arising under the Burdale Credit Agreement or the DIP Credit Agreement; (x) subject to comply with Section 2.2(a)(iv), any Liabilities arising from the terms ownership and operation of any Assumed Contract the Business prior to the Closing, including, without limitation, all Liabilities in respect of Indebtedness (Bincluding intercompany Indebtedness); (xi) products any Liabilities arising from the operation of any successor liability Laws, including, without limitation, “bulk sales” statutes; (xii) any Liabilities of any of the Sellers not related to the operation of the Business; and (xiii) any violation of an applicable Law or personal injury claims arising Order prior to the Closing and by any of the Sellers, including, without limitation, any Environmental Law. (Cc) intellectual property infringement claims arising prior Nothing contained in this Agreement shall require the Purchaser to pay or discharge any Assumed Liabilities so long as the Closing; andPurchaser shall in good faith contest the amount or validity thereof.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Purchaser shall, by executing and delivering at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, the following (and only the following) Liabilities of the Seller, except for the Excluded Liabilities Seller (the “Assumed Liabilities”):), and no other Liabilities whatsoever: (i) all executory Liabilities reflected or reserved against on of the Seller arising after the Closing Statement of Net Assets under the Transferred Contracts and Transferred IP Agreements (other than Tax LiabilitiesLiabilities of the Seller relating to breaches that occurred, or events, circumstances or conditions that existed or occurred, at or prior to Closing); (ii) all Current Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior if and only to the Closing, (B) products liability or personal injury claims arising prior to extent included in the Closing and (C) intellectual property infringement claims arising prior to the Closing)Final Working Capital Statement; and (iii) product warranties and claims thereunder all Liabilities arising from or relating to (A) (x) the products sale or distribution of any Purchaser Business Products after the BusinessClosing by the Purchaser or its Affiliates, or (y) any customer’s use of any Purchaser Business Product following the Closing, or (B) the failure of, or defect in, any component or other part or device (including any vacuum pump) included in or incorporated into such Purchaser Business Products to operate properly or as intended, including, in each case, any warranty claims and any Liabilities arising from or relating to any recall or replacement of any such Purchaser Business Product, component, part or device (provided, that in no way shall this limit any Purchaser Indemnified Party’s ability to recover Losses if and to the extent such Losses are recoverable under Section 8.02). (b) Notwithstanding subsection (a) aboveThe Seller, the Seller RTSA, RTS and/or their respective Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities, any respective Liabilities of the Seller, RTSA, RTS and/or their respective Affiliates (collectively, the “Excluded Liabilities”), including, without limitationincluding the following Liabilities: (i) all Liabilities of Seller, RTSA, RTS and/or their respective Affiliates relating to breaches under the Transferred Contracts and Transferred IP Agreements that occurred, or events, circumstances or conditions that existed or occurred, at or prior to Closing; (ii) all Excluded Taxes; (iiiii) all Liabilities arising from or relating to or arising out of the Excluded Assets; (iiiiv) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables’s, RTSA’s, RTS’s and/or their respective Affiliates’ respective obligations under this Agreement and any Ancillary Agreement; (v) all Liabilities or obligations attributable of the Seller under the Put Agreement arising prior to, at, or following the Closing; (vi) all Liabilities or obligations related to the Seller’s operations following the Closing, except for the Purchaser’s payment obligations expressly set forth in the Transition Services Agreement; (vii) all Liabilities arising from or relating to any Action pending or threatened (orally or in writing) against the Seller, RTSA, RTS and/or their respective Affiliates or the Business on or before the Closing Date and/or any Action relating to the conduct of the Business on or before the Closing Date; (viii) all Environmental Liabilities; (ix) all obligations of the Seller, RTSA or RTS to indemnify any Person by reason of the fact that such Person was a director, manager, member, officer, employee or agent of the Seller, RTSA or RTS was serving at the request of any such entity as a partner, trustee, officer, employee or agent of another entity; (x) all Liabilities arising from the Seller Transaction Expenses; (xi) all Indebtedness of the Seller, RTSA, RTS and/or their respective Affiliates; (xii) all employment related Liabilities, including all Liabilities or obligations of the Seller, RTSA or RTS under any of its Business Employee Programs under any employee Contracts between the Seller, RTSA, RTS and/or their respective Affiliates, on the one hand, and any of their respective employees or other service providers, on the other hand, or any accrued vacation and/or sick time, payroll or other form of employee compensation (including contributions to pension and/or benefit plans), bonuses, stock appreciation rights, commissions, severance pay, and claims for workers’ compensation, and any Liability related to the termination of the Business Employees; (xiii) all Liabilities arising from or relating to (A) (x) the sale or distribution of any failure Seller Business Products prior to the Closing by the Seller to comply with the terms Seller, or (y) any customer’s use of any Assumed Contract Seller Business Product prior to, at or following the Closing, or (B) the failure of, or defect in, any component or other part or device (including any vacuum pump) included in or incorporated into such Seller Business Products to operate properly or as intended, including, in each case, any warranty claims and any Liabilities arising from or relating to any recall or replacement of any such Seller Business Product, component, part or device; and (xiv) all Liabilities of the Seller, RTSA, RTS and/or their respective Affiliates that are not related to the Business or were not incurred in the ordinary course of the business of the Business prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and.

Assumption and Exclusion of Liabilities. (a) Upon At the Closing, and upon all of the terms and subject to all of the conditions of this AgreementAgreement and in reliance on the representations, at the Closingwarranties and covenants made herein, the Purchaser Canadian Buyer shall assume and shall agree to pay, perform and discharge the following (and only the following) Liabilities of the Seller, except for the Excluded Liabilities Company (the “Assumed Liabilities”):) and no other Liabilities whatsoever: (a) all executory Liabilities of the Company arising after the Closing under the Assumed Contracts, in each case other than Liabilities arising out of or relating to (i) all Liabilities reflected breaches that occurred, or reserved against conditions that existed, on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing or (ii) any of the Excluded Liabilities; (b) all accounts payable and (C) intellectual property infringement claims accrued liabilities of the Company arising prior in the ordinary course of business after the filing by the Debtors under the Bankruptcy Code on December 21, 2009, other than those related to the Closing)Excluded Assets, Excluded Liabilities and/or Excluded Contracts; and (iiic) product warranties the Liabilities pursuant to the capital leases of the Company set forth on Schedule 2.2(c), up to a maximum of $7,172,000, as they may be restructured pursuant to the terms of the Plan (the “Assumed Capital Leases”). Notwithstanding any other provision in this Agreement or in any other Transaction Document, Canadian Buyer is assuming only the Assumed Liabilities and claims thereunder is not assuming any other Liabilities of any nature, whether presently existing or arising after the date of this Agreement, of the Company, including any Excluded Taxes, Indebtedness of the Company (other than the Assumed Indebtedness and the Assumed Capital Leases) or any expenses, fees or other payments payable pursuant to the Plan, or any Liabilities relating to any Benefit Plans (other than the products of Assumed Benefit Plans) or the Business. Excluded Contracts (b) Notwithstanding subsection (a) abovethe “Excluded Liabilities”). Accordingly, the Seller Company shall retain, and shall be responsible for paying, performing and discharging when duedue all of the Excluded Liabilities. For greater certainty, and the Purchaser shall not assume or have any responsibility for, all Tax Liabilities of the Seller as of Canadian Sub shall not be discharged and the Closing other than the Assumed Liabilities (the “Excluded Canadian Sub shall continue to be responsible for its Tax Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this AgreementAgreement (including, at without limitation any contrary provisions which may be contained in Section 2.2(b)), Purchaser shall, on the ClosingClosing Date, the Purchaser shall assume and shall agree to pay, perform and discharge when due only the following and no other Liabilities of the Seller, except for Selling Parties as of the Excluded Liabilities Closing Date (the “"Assumed Liabilities”"): (i) Liabilities primarily arising out of or relating to the Business to the extent such Liabilities are reflected on the Closing Statement of Net Assets, as adjusted pursuant to Section 2.7, including all Liabilities accrued liabilities (other than liabilities for accrued payroll taxes, sales taxes, salary, benefits and vacation and sick pay) to the extent reflected or reserved against for on the Closing Statement of Net Assets, as adjusted pursuant to Section 2.7; (ii) all Liabilities arising out of the Transferred Customer Contracts, and other contracts, agreements, leases, commitments, sales and purchase orders, bids and offers that are included in the Assets and which are reflected on the Closing Statement of Net Assets (other than Tax Liabilities)or which accrue on or after the Closing Date; (iiiii) those employment related Liabilities, if any, expressly assumed by the Purchaser pursuant to Article VI; (iv) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities for accounts payable for goods and services received or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability rendered on or personal injury claims arising prior to after the Closing and (C) intellectual property infringement claims arising prior to the Closing)Date; and (iiiv) except as otherwise provided in Section 5.18, all Liabilities with respect to product warranties and claims thereunder service obligations arising out of or relating to the products operations of the Subscriber Business or any products manufactured, sold or distributed on behalf of the Subscriber Business. (b) Notwithstanding subsection (a) aboveanything to the contrary set forth in Section 2.2(a), the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing Selling Parties, other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation: (i) all Excluded TaxesTaxes now or hereafter owed by the Selling Parties or any Affiliates of the Selling Parties, or attributable to the Assets or the Business, relating to any period, or any portion of any period, ending prior to the Closing Date, subject to Section 5.11(c); (ii) all Liabilities to the extent relating to or arising out of the Excluded Assets; (iii) claims arising prior all employment-related Liabilities other than those expressly assumed by Purchaser, if any, pursuant to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller;Article VI; and (iv) all Inter-company Payables; (v) all Liabilities for accounts payable for goods and services received or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising rendered prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andDate.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closingincluding, without limitation, the Purchaser provisions of Section 6.2, on the Closing Date, Urologix shall, or shall cause the appropriate Urologix Affiliate to, assume and shall agree to pay, perform and discharge when due the following Liabilities (as defined in Section 10.1) of each Seller arising out of the Seller, except for conduct of the Excluded Liabilities (Business or relating to the “Assumed Liabilities”): Assets: (i) all Liabilities reflected or reserved against the U.S. third-party accounts payable identified on and not to exceed the Closing Statement of Net Assets amounts listed on Schedule 1.2 (other than Tax Liabilitiesa) (i) ("Assumed Payables"); ; (ii) all except as provided in Section 1.2(b)(ii), Liabilities of the Seller arising under in connection with the Assumed Contracts (other than Liabilities Contracts, but not any Liability due thereunder prior to Closing or obligations attributable to (A) any failure by the Seller to comply with the terms arising out of a breach thereof on or prior to the Closing, or related to any manufacturer's warranty related thereto or any extension thereof (B) products liability collectively, "Manufacturer's Warranty"), but including any obligation thereunder, but not arising out of a breach thereto on or personal injury claims arising prior to Closing, to maintain the Closing and equipment as provided therein (C) intellectual property infringement claims arising prior to the Closing"Equipment Maintenance Obligations"); and and (iii) product warranties the performance of Seller's repair and claims thereunder relating service obligations and other obligations identified on and not to exceed the amounts listed on Schedule 1.2(a)(iii), but not any Liability for any Manufacturer's Warranty related thereto (the Liabilities described in clauses (i), (ii) and (iii) of this Section 1.2(a) and subject to the products of limitations described herein, collectively, the Business"Assumed Liabilities"). (b) Notwithstanding subsection (a) aboveExcept as expressly provided in Section 1.2(a), Urologix does not assume any debt, liability, or obligation of Sellers and shall not become liable for any obligations or liabilities of Seller of any nature whatsoever. Without limiting the Seller generality of the foregoing sentence, it is specifically agreed that the Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and neither Urologix nor the Purchaser Urologix Affiliates shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed following Liabilities (the “"Excluded Liabilities”), including, without limitation:"): (i) all Excluded Taxes; Liabilities (iias defined in Section 10.1) all Liabilities relating to or arising out of the Excluded Assets, including, without limitation, Liabilities related to or arising out of the contracts, licenses, leases and other agreements set forth on Schedule 1.1(b)(vii); (ii) Liabilities for Assumed Contracts or Permits included in the Assets which are not assignable at Closing because a consent or approval referred to in Section 6.1 is not obtained; (iii) claims arising prior Liabilities for Taxes now or hereafter owed by any Seller or any of their Affiliates, including Taxes imposed on any Seller or any of their Affiliates for which Urologix or any of its Affiliates becomes liable, under the laws of the relevant jurisdiction, by virtue of being a successor to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerBusiness; (iv) all Inter-company PayablesLiabilities to third parties for borrowed monies, including guarantees or indemnities of the same; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising before or after the Closing Date which allege or alleged damages as a result of products manufactured and/or sold by any Seller prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andDate;

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall, by executing and delivering the Ancillary Agreements at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge when due, any and all of the following Liabilities of the SellerSeller and its Affiliates to the extent relating to the Purchased Assets, except other than the Retained Liabilities set forth in Section 2.02(b), including any Tax that relates or is attributable to the ownership of the Purchased Assets after the Closing Date and for Conveyance Taxes for which the Excluded Liabilities Purchaser is responsible as described in Section 5.06 (the “Assumed Liabilities”): (i) all Liabilities reflected ). The Purchaser shall not assume or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all have any responsibility for any Liabilities of the Seller arising under other than the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties as set forth in Section 7.03 and claims thereunder relating to the products of the BusinessSection 7.04. (b) Notwithstanding subsection (a) above, the The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of for the Seller as of the Closing other than the Assumed following Liabilities (the “Excluded Retained Liabilities”), including, without limitation:): (i) all Excluded Taxes; (ii) all Liabilities to the extent relating to or arising out of the Excluded Assets; (iiiii) claims arising any Liabilities relating to the Purchased Assets that arise on or prior to the Closing made by employees Date or the conduct of the HOLDRS Business by the Seller (including and its Affiliates, which, for the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to avoidance of doubt, shall (A) include any failure by the Seller to comply Action brought with the terms of any Assumed Contract prior respect to the Closing, transactions contemplated by this Agreement and (B) products liability exclude Liabilities relating to or personal injury claims arising out of any breach by the Purchaser of any provision of this Agreement; and (iii) except as set forth in Section 5.06, any Tax that relates or is attributable to the ownership of the Purchased Assets on or prior to the Closing and (C) intellectual property infringement claims arising prior Date or any Tax required to be paid by the Seller that relates or is attributable to the Closing; andconduct of the HOLDRS Business by the Seller and its Affiliates. The Seller’s obligations under this Section 2.02 will not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements or any closing or other document contemplated by this Agreement or the Ancillary Agreements, any right or alleged right of indemnification hereunder or for any other reason.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (such Liabilities assumed by iStar, the “"Assumed Liabilities”"): (i) all Liabilities reflected obligations to make advances and disbursements with respect to the Loans made or reserved against on required to be made after the Closing Statement Date or which otherwise have been made or are required to be made pursuant to the Loan Documents after the Closing Date and, in all events, do not arise on account of Net Assets a default by the Seller or any of its Affiliates under the Loan Documents or hereunder; (ii) all other than Tax Liabilities (exclusive of Liabilities arising by reason of a breach by the Seller or any of its Affiliates on or prior to the Closing Date) under the Loans and the Loan Documents to the extent arising after the Closing Date and that are not otherwise Excluded Liabilities; (iii) Liabilities in respect of Repossessions undertaken with the Purchaser's consent (except as otherwise set forth in Section 2.03(a)(v) below); (iiiv) all Liabilities of the Seller arising after the close of business on the Closing Date under the Assumed Contracts Transferred IP Agreements with respect to the software identified in Section 2.03(a)(iv) of the Disclosure Schedule or the Transferred Lease Agreements (other than Liabilities or obligations attributable to (A) any failure by the Seller or any of its Affiliates to comply with the terms thereof prior to the Closing, (B) products liability on or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the ClosingDate); and (iiiv) product warranties and claims thereunder all Liabilities arising after the close of business on the Closing Date relating to the products of the BusinessREO Property, including for real estate taxes, obligations under leases or purchase and other contracts, but no liability relating to or arising under Environmental Laws. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as or any of the Closing its Affiliates other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitationbut not limited to: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall assume assume, and shall agree to pay, perform and discharge as and when due and owing, only the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) any and all Liabilities reflected arising from Purchaser’s ownership, use or reserved against on operation of the Purchased Assets or the Exploitation of the CVAC Products, the CVAC Sub-License or the Know-How License after the Closing Statement of Net Assets (other than Tax Liabilities);Date; [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) any and all Liabilities of the Seller arising under from the Assumed Transferred Contracts (other than to the extent relating to performance thereunder following the Closing; provided, however, that Purchaser is not assuming any Liabilities or obligations attributable to (A) any failure by of the Seller in respect of a breach of or default under, or any non-compliance with respect to, any Transferred Contract that occurred on or before, or that relates to comply with the terms thereof or commenced during any period prior to the Closingto, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing)Date; and (iii) product warranties and claims thereunder relating to the products any Liabilities of the BusinessPurchaser or any of its Affiliates arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisors and others. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging as and when duedue and owing, and the Purchaser shall not assume or have any responsibility for, the Excluded Liabilities. “Excluded Liabilities” means all Liabilities of the Seller as of the Closing Seller, other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andfollowing:

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingBuyer will assume, the Purchaser shall assume and shall agree to pay, perform and discharge when due, any and all of the following Liabilities of the SellerSeller and the Asset Selling Subsidiaries to the extent relating to or arising exclusively out of the Business or the Purchased Assets, except for other than the Excluded Liabilities set forth in Section 2.2(b) below (the “Assumed Liabilities”):). The Assumed Liabilities include, but are not limited to, the following: (i) all Liabilities reflected of the Seller or reserved against on any Asset Selling Subsidiary arising under the Closing Statement of Net Assets (other than Tax Liabilities)contracts assumed by the Buyer; (ii) all Liabilities for product warranty service claims relating to Business Products and all Product Liabilities; (iii) all Liabilities in respect of any and all accounts payable and the accrued vacation, sick leave, workers’ compensation claims and insurance claims of, in each case, the Transferred Employees; (iv) all Environmental Liabilities; (v) all intercompany Liabilities (i.e., payables by any Company or any Asset Selling Subsidiary to the Seller or any Affiliate of the Seller arising under Seller), to the Assumed Contracts extent incurred in the ordinary course of business for the purchase of products used exclusively in the Business; (vi) all Taxes relating to the Companies, the Purchased Assets or the Business other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing)Excluded Taxes; and (iiivii) product warranties and claims thereunder relating all Liabilities transferred to the products of the BusinessBuyer in accordance with Section 7.4. (b) Notwithstanding subsection (a) above, the The Seller shall will retain, and shall will be responsible for paying, performing and discharging when due, and the Purchaser shall Buyer will not assume or have any responsibility for, all Liabilities of the Seller as of following Liabilities, whether belonging to the Closing other than Seller, the Assumed Liabilities Companies or the Asset Selling Subsidiaries (collectively, the “Excluded Liabilities”), including, without limitation:): (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller’s and its Affiliate’s obligations under this Agreement and the Ancillary Agreements and any Liability to Xxxxxxx Xxxxx & Co. arising in connection with this Agreement and the transactions contemplated hereby; (iv) all Inter-company PayablesLiabilities for intercompany accounts payable, other than trade payables arising in the ordinary course of business from the sale of products by the Seller or an Affiliate of the Seller to a Company or an Asset Selling Subsidiary to the extent related exclusively to the Business; (v) all Intercompany Indebtedness; (vi) other than under any Transferred Plans, or except as otherwise expressly provided in Section 7.4, all Liabilities related to the Seller’s, the Companies’, the Companies’ Subsidiaries or the Asset Selling Subsidiaries’ sponsorship of, maintenance of, contribution to or other obligations attributable with respect to any Plan; (Avii) any failure by Liabilities related to the Spin-Off, including, without limitation, any Tax and severance Liabilities, except as otherwise provided in Section 7.4; and (viii) all Liabilities of the Seller to comply with or the terms of any Assumed Contract prior Asset Selling Subsidiaries that do not relate exclusively to the Closing, Business. (Bc) products liability or personal injury claims arising prior The Buyer shall indemnify the Seller and its Affiliates for and hold them harmless against all Assumed Liabilities (without limitation to the Closing Buyer’s rights under Section 6.1 with respect to breaches of representations and (Cwarranties) intellectual property infringement claims arising prior to and the Closing; andSeller shall indemnify the Buyer and its Affiliates for and hold them harmless from all Excluded Liabilities.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at effective as of the Closing, the Purchaser Company shall assume and shall agree to timely pay, perform and discharge the following in accordance with their respective terms all Liabilities of the Seller, except for Flotec other than the Excluded Liabilities (the “Assumed Liabilities”): ), including without limitation the following Liabilities: (i) all Liabilities reflected or reserved against on arising under the Closing Statement sale of Net Assets (other than Tax Liabilities); products in the ordinary course of business pursuant to product warranties, product returns and rebates; (ii) all Liabilities constituting, or arising in connection with, accounts payable existing as of November 30, 2010 (including, for avoidance of doubt, invoiced accounts payable, and accrued by uninvoiced accounts payable) as listed in Section 2.02(a) of the Seller Disclosure Schedule, and including Liabilities constituting, or arising under in connection with, accounts payable in the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply ordinary course of business and consistent with the terms thereof prior to the Closingpast practices from November 30, (B) products liability or personal injury claims arising prior to 2010 until the Closing and (C) intellectual property infringement claims arising prior to the Closing)Date; and (iii) product warranties and claims thereunder other Liabilities with respect to the Business or the Contributed Assets arising after the Closing; (iv) Liabilities for Taxes relating to the products of Contributed Assets for all taxable periods (or portions thereof) beginning after the BusinessClosing Date; and (v) Liabilities under Contracts contributed to the Company pursuant to Section 2.01(a) (the “Assumed Contracts”). (b) Notwithstanding subsection (a) above, the Seller Flotec shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser Company shall not assume or have any responsibility for, all Liabilities of the Seller Flotec as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: but not limited to: (i) except as set forth herein, all Liabilities for Taxes for all taxable periods in the case of Taxes relating to the Excluded Taxes; Assets; (ii) for all Liabilities taxable periods (or portions thereof) ending on or prior to (or, to the extent attributable to the portion of such period ending on the Closing Date, including) the Closing Date, in the case of Taxes relating to or arising out of the Excluded Contributed Assets; ; (iii) claims arising prior to except as set forth herein, for costs and expenses incurred in connection with negotiating this Agreement and the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; Ancillary Agreements; (iv) all Inter-company Payables; Flotec’s Liabilities under this Agreement or any of the Ancillary Agreements; and (v) all those Liabilities or obligations attributable to (Aset forth in Section 2.02(b) any failure by of the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andDisclosure Schedule.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected with respect to, arising out of or reserved against on relating to the ownership, possession or use of the BPH Assets or the operation of the BPH Business, in each case, by the Purchaser after the Closing Statement Date, including all Claims or Losses related in whole or in Table of Net Assets (other than Tax Liabilities)Contents part to injuries and losses from products or services manufactured, produced, filled, packaged, marketed, sold or otherwise distributed by or on behalf of the Purchaser after the Closing Date; (ii) all Liabilities of under all contracts, licenses (including Seller IP Agreements), sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all bids and offers, in each case, related to the Seller arising under BPH Business, transferred to the Assumed Contracts Purchaser and to the extent attributable to the period after the Closing Date (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to thereof); (iii) all Claims or Losses arising out of or resulting from the Closingbreach of any representation or warranty, (B) products liability covenant or personal injury claims arising prior to agreement by BSC contained in the Closing Distribution Agreement or resulting from the performance by BSC of its obligations under Sections 2.02 and (C) intellectual property infringement claims arising prior to 2.05 of the Closing)Distribution Agreement; and (iiiiv) product warranties and claims thereunder all Liabilities arising after the Closing Date relating to the products employment by the Purchaser of any employees of the BusinessSeller arising in the course of such employment. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing Date other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded TaxesIndebtedness of the Seller; (ii) all Liabilities relating to employees of the Seller, including all Liabilities under any of the Seller’s employee benefits agreements, plans or other arrangements; (iii) all accounts payable and other accrued liabilities with respect to the BPH Business incurred on or prior to the Closing Date; (iv) all Taxes now or hereafter owed by the Seller or any Affiliate of the Seller, or attributable to the BPH Assets or the BPH Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date; (v) all Liabilities pursuant to Environmental Law arising from or related to any action, event, circumstance or condition related to the BPH Business or the Real Property, in each case occurring or existing on or prior to the Closing Date; (vi) all Claims or Losses related in whole or in part to injuries and losses from products or services manufactured, produced, filled, packaged, marketed, sold or otherwise distributed by or on behalf of the Seller on or prior to the Closing Date; (vii) all Liabilities arising out of any action, suit, proceeding or investigation pending or threatened as of, or arising out of or relating to any event or condition occurring or existing on or prior to, the Closing Date; Table of Contents (viii) all Liabilities under all contracts, licenses, sublicenses, agreements, leases, subleases, commitments, and sales and purchase orders, and under all bids and offers, in each case related to the BPH Business to the extent arising on or prior to the Closing Date or otherwise attributable to any failure by the Seller to comply with the terms thereof; (ix) all Liabilities relating to or arising out of the Excluded Assets;; and (iiix) claims all other Liabilities with respect to, arising out of or relating to the ownership, possession or use of the BPH Assets or the operation of the BPH Business by the Seller or any Affiliate of the Seller prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andDate.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall, by executing and delivering, at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, the following obligations and Liabilities of the SellerSeller (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected of the Seller related to the Assigned Contracts arising on or reserved against on after the Closing Statement Date (except for Warranty Claims for products of Net Assets (other than Tax Liabilitiesthe Business sold prior to the Closing Date); (ii) all Liabilities for Warranty claims relating to products of the Seller Business sold on or after the Closing Date; (iii) all Liabilities in respect of any and all accounts payables and the accrued vacation, sick leave, workers’ compensation claims and insurance claims of the Transferred Employees arising under on or after the Assumed Contracts Closing Date, including any claims or liabilities arising out of any collective bargaining or other agreements (written or oral) between Purchaser and the UAW (as defined below); (iv) all Environmental Liabilities arising on or after the Closing Date relating to the Purchaser’s operation of the Business, use of the Real Property or other actions of the Purchaser on or after the Closing Date; (v) all Taxes relating to the Purchased Assets or the Business other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the ClosingExcluded Taxes, and (B) products liability or personal injury claims arising prior the portion of Taxes related to a Straddle Period which are attributable to Seller pursuant to the Closing and (C) intellectual property infringement claims arising prior to the Closing)terms hereof; and (iiivi) product warranties and claims thereunder relating to the products of the Businessall Liabilities listed on Schedule 2.02 (a)(vi). (b) Notwithstanding subsection (a) aboveany other provision of this Agreement, except for the Seller shall retainAssumed Liabilities expressly set forth in Section 2.02(a), and shall Purchaser will not assume, acquire, or be responsible for payingany Liabilities, performing and discharging when dueobligations or expenses, and whether fixed or contingent, known or unknown, matured or unmatured, executory or non-executory, to the Purchaser shall not assume extent such liability or have any responsibility forobligations arise out of occurrences, all Liabilities of the Seller as of events or transactions prior to the Closing other than the Assumed Liabilities Date, even if they do not become known until after such date (collectively, the “Excluded Liabilities”), including, without limitation. Excluded Liabilities shall expressly include the following: (i) all Excluded TaxesTaxes and the portion of Taxes related to a Straddle Period which are attributable to Seller pursuant to the terms hereof; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller’s obligations under this Agreement; (iv) all Inter-company PayablesLiabilities in respect of any and all accounts payables and the accrued vacation, sick leave, workers’ compensation claims and insurance claims of the Transferred Employees arising prior to the Closing Date; (v) all Environmental Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior relating to the Closing, (B) products liability or personal injury claims arising Seller’s operation of the Business prior to the Closing and Date; (Cvi) intellectual property infringement all Liabilities under any Employee Benefit Plan created or maintained by Seller (including, without limitation, the Unfunded Obligations); and (vii) all Liabilities for Warranty claims arising relating to products of the Business sold prior to the Closing; andClosing Date.

Assumption and Exclusion of Liabilities. (a) Upon 9.1 DETTO shall have no Liability whatever for any Liabilities of Sellers, WhiteCanyon and Channel Access which are not specifically assumed in accordance with the terms and subject to the conditions provisions of this AgreementAgreement and not set forth in the Disclosure Schedule, at the Closingand Sellers, the Purchaser shall assume WhiteCanyon and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller Channel Access shall retain, and shall be responsible for paying, performing and discharging when due, all other Liabilities and obligations of Sellers, WhiteCanyon and Channel Access relating to the Purchaser shall not assume operation or have any responsibility for, all Liabilities conduct of the Seller as business or ownership of the assets prior to the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), Date including, without limitation: (ia) all Excluded TaxesTaxes imposed on or with respect to income now or hereafter owed by Sellers, WhiteCanyon or Channel Access or attributable to the business relating to any period, or any portion of any period, ending on or prior to the Closing Date; (iib) all costs and expenses, including, without limitation, professional fees and expenses incurred by Sellers, WhiteCanyon or Channel Access relating to the transactions contemplated by this Agreement; (c) all Liabilities relating to based upon or arising out of the Excluded Assets; (iii) claims arising a violation of any law, rule or regulation by Sellers, WhiteCanyon or Channel Access on or prior to the Closing Date; (d) any Damages arising out of any Claim of a third party, including, without limitation, any Liabilities arising out of (i) any violation by Sellers, WhiteCanyon or Channel Access of any rights of third parties in respect of any Intellectual Property, (ii) any violation by Sellers, WhiteCanyon or Channel Access of any other Intellectual Property rights of any third parties in connection with Seller's s, WhiteCanyon's or Channel Access' operation of their businesses, and (iii) any express or implied representation, warranty, agreement or guarantee made by employees Sellers, WhiteCanyon or Channel Access, or which is imposed by operation of the Seller (including the Transferred Employees) law, in connection with any products or goods sold by Sellers, WhiteCanyon or Channel Access or any of its Affiliates or any services performed by Sellers, WhiteCanyon or Channel Access or any of its Affiliates, including, without limitation, any claim of a third party relating to the repair or replacement of any such product or seeking recovery for tort claims, property damage, consequential Damages, loss, lost revenue or income or personal injury; (e) all Liabilities for any pension, payroll, severance and other employee benefits or obligations with respect to any of WhiteCanyon's or Channel Access' employees for all periods during their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities Sellers (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on related to the Purchased Loans, the Loan Documents and the Loan Files, to the extent in respect of any period from and after the Closing Statement Date, including (A) all Liabilities to fund, in accordance with the Loan Documents, any open-to-buy amounts that are required to be funded from and after the Closing Date with respect to any Purchased Loan and (B) subject to the receipt of Net Assets (other than Tax Liabilities)the Credit Insurance Consents, all Liabilities as the beneficiary under any Credit Insurance policy relating to a Purchased Loan, in respect of any period from and after the Closing Date; (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior Purchased Contracts, to the Closing, (B) products liability or personal injury claims arising prior to extent in respect of any period from and after the Closing and (C) intellectual property infringement claims arising prior to the Closing)Date; and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities related to any counterclaims against any Seller in respect of the any causes of action, lawsuits, judgments, refunds, choses in action, rights of recovery, rights of setoff, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by a Seller in respect of any Ordinary Course Proceeding related to any Purchased Asset and/or Assumed Liability (which are Purchased Assets as contemplated by Section 2.01(a)(iii)), including all such Liabilities with respect to any such counterclaims pending as of the Calculation Time on the Closing other than Date or any such counterclaims that arise after the Closing Date; provided, that, notwithstanding the foregoing, Assumed Liabilities (the “Excluded shall not include Pre-Closing Breach Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities Seller (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against accrued on the Closing Reference Statement of Net Assets (other than Tax Liabilities)to the extent such Liabilities have not been paid or discharged by the Seller on or prior to the Closing Date; (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to or, except as expressly provided by Article VI hereof, any Liability of the Closing, (B) products liability or personal injury claims Seller arising prior to the Closing and Date under any collective bargaining agreement covering Covered Employees); (Ciii) intellectual property infringement claims all Liabilities of the type included within the accounts on the Reference Statement of Net Assets arising prior out of or relating primarily to the Closing)Purchased Business and incurred in the ordinary course of the Purchased Business since the Reference Statement Date; and (iiiiv) product warranties and claims thereunder relating all Liabilities for workers compensation benefits payable to Transferred Employees with respect to any injuries sustained after the products of the BusinessClosing Date. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) all Liabilities for product warranty claims arising prior relating to the Closing made by employees products of the Seller (including the Transferred Employees) relating to their employment with the SellerPurchased Business and all Product Liabilities; (iv) all Inter-company Intercompany Payables; (v) except as expressly set forth in Sections 2.02(a)(i) or (iii) or Article VI, all Liabilities relating to or obligations attributable to (A) any failure by arising out of the Seller to comply with employment or termination of employment of employees of the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising Purchased Business prior to the Closing and Date; (Cvi) intellectual property infringement claims except as expressly set forth in Sections 2.02(a)(i) or (iii) or Article VI, all Liabilities relating to or arising out of any Plans; (vii) all Liabilities relating to or arising out of any Claims made prior to the ClosingClosing Date against the Seller or any of its Affiliates relating to the Purchased Business, the Purchased Assets or the Real Property; (viii) all Liabilities for workers compensation benefits payable to Covered Employees with respect to any injuries sustained on or prior to the Closing Date regardless of when a claim is made relating to such injury; (ix) all Liabilities for any brokerage, finder’s or other fee or commission payable to any broker, finder or investment banker retained by the Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; and (x) except as set forth in Section 2.02(a), all contingent Liabilities.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and other than the ClosingExcluded Liabilities (including for this purpose Section 2.02(b)(iv)) set forth in Section 2.02(b) below, the Purchaser shall assume assume, and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller, except for Seller to the Excluded Liabilities extent directly and solely relating to the Business and/or the Purchased Assets (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against solely related to the Business set forth on the Closing Statement of Net Assets (other than Tax Liabilities)Date Balance Sheet; (ii) all Liabilities of the Seller arising under the Assumed Transferred Material Contracts assumed by, or transferred to, the Purchaser to the extent they accrue after the Closing; (iii) all Liabilities for product warranty and service claims relating to products designed, manufactured or sold in the Business existing as of, or arising after, the Closing, and all Product Liabilities arising after the Closing; (iv) all Taxes relating to the Purchased Assets and/or the Business arising after the Closing other than Excluded Taxes; (v) all Liabilities or obligations attributable to for accrued but unpaid vacation for each Transferred Employee; (Avi) any failure and all trade accounts related solely to the Business and existing as of the Closing, except as expressly provided in the Ascom Termination Agreement; (vii) all Liabilities, contracts and obligations specifically set forth in Section 2.02(a)(vii) of the Disclosure Schedule; and (viii) all Liabilities for unfilled purchase orders relating solely to the Business obtained by Seller in the Seller to comply Ordinary Course of Business and consistent with the terms thereof commercially reasonable business practices prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, any and all Liabilities of the Seller as of the Closing Liabilities, whether known or unknown, fixed or contingent, certain or uncertain, that are not expressly set forth in Section 2.02(a), including, without limitation (such items, other than the Assumed Liabilities (item 2.02(b)(iv) below being referred to as the “Excluded Liabilities”), including, without limitation:): (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims any and all accrued trade accounts payable which are past due as of the Closing and which have not been paid in full by Seller in the Ordinary Course of Business prior to the Closing Date, and any and all trade accounts payable that do not relate to the Business, the Purchased Assets and/or the Assumed Liabilities; (iv) the Seller’s obligations under this Agreement and the Ancillary Agreements; (v) other than the Purchaser’s obligations with respect to the Transferred Employees set forth in Section 2.02(a)(v), any and all obligations under any employment (including, but not limited to, temporary employment), consulting or non-competition agreement or severance policy whether written or oral incurred or arising prior to the Closing Date and any Liabilities or obligations arising out of the termination by the Seller of any of its employees (including, but not limited to, temporary employees) and consultants in anticipation or as a consequence of, or following, consummation of the Transactions; (vi) any Liabilities relating to indebtedness for borrowed money; (vii) any and all Liabilities arising out of the SwissQual Litigation, except as expressly agreed by the Parties; (viii) other than Purchaser’s obligations set forth in Section 2.02(a)(iii) above, any claims or demands made by employees pursuant to Actions, suits or legal proceedings that have been asserted or threatened against the Seller, the Business and/or the Purchased Assets prior to the Closing Date relating to (i) the Seller’s operation of the Business and/or the ownership or use of the Purchased Assets prior to the Closing Date, and/or (ii) any other business or non-business activities of the Seller not related to the Business and/or the Purchased Assets, including those Actions or other proceedings as set forth in Section 2.02(b)(viii) of the Disclosure Schedule (including collectively, the Transferred Employees) relating to their employment with the Seller“Outstanding Disputes”); (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (Aix) any Liabilities relating to or arising out of a breach or failure by the of Seller to comply perform under a Material Contract prior to the Closing Date, but only to the extent Seller’s performance was due prior to the Closing Date and such Material Contract is transferred by Seller to Purchaser in accordance with the terms of this Agreement; (x) any Liability of Seller to indemnify or guaranty the Liability of any third party, except for such indemnifications and guaranties that are expressly set forth in the Material Contracts (to the extent such contracts are transferred); (xi) any other Liability that is not an Assumed Contract Liability; and (xii) Liabilities for payments required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for any employee who is not a Transferred Employee. (c) If and to the extent a Liability related solely to the Business is not expressly included in the Assumed Liabilities set forth in Section 2.02(a) nor the Excluded Liabilities (including for this purpose Section 2.02(b)(iv)) set forth in Section 2.02(b) and is not otherwise expressly contemplated by the other provisions of this Agreement, such Liability shall (i) be assumed by the Purchaser if the event, circumstance, effect or state of facts giving rise to such Liability arose after Closing, or (ii) be retained by the Seller if the event, circumstance, effect or state of facts giving rise to such Liability arose prior to the or at Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume shall, on the Closing Date, assume, and shall agree to pay, perform and discharge when due, all Liabilities expressly agreed to by the Purchaser or expressly stated to be assumed by Purchaser, in any case, pursuant to one or more other provisions of this Agreement, and the following (and only the following) Liabilities of each Seller arising out of or relating to the SellerBusiness, the Transferred Assets or the Newspapers, whether accrued or arising before or after the Closing, in all cases, except for the Excluded Liabilities (the “"Assumed Liabilities”"): (i) all Liabilities reflected or reserved against on of each Seller as of the Closing Statement of Net Assets (other than Tax Liabilities)Date with respect to all accounts payable incurred with respect to the Business; (ii) all Liabilities of each Seller as of the Closing Date with respect to delivery of the Newspapers for the remaining term of any and all prepaid subscriptions; (iii) all Liabilities of each Seller arising under all Contracts to the Assumed Contracts (other than extent those Liabilities become due or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior arise subsequent to the Closing; (iv) all Liabilities of each Seller with respect to all real estate, (B) products liability or personal injury claims property, sales, use and similar Taxes arising out of the operation of the Business prior to the Closing and accrued as of the Closing Date; (Cv) intellectual property infringement claims arising all Liabilities of each Seller with respect to all sick leave and vacation benefits for Newspaper Employees of each Seller on the Closing Date with respect to work performed prior to the Closing)Closing Date; and (iiivi) product warranties and claims thereunder relating to all Liabilities of each Seller reflected or reserved against on the products Final Closing Statement of the BusinessNet Assets. (b) Notwithstanding subsection (a) aboveExcept for the Assumed Liabilities, Purchaser does not assume or agree to pay any liability or obligation of any Seller, direct or indirect, known or unknown, absolute or contingent, contractual or otherwise. Without limiting the generality of the foregoing, the Seller Sellers shall retain, and shall be responsible for payingpay, performing perform and discharging discharge when due, and the Purchaser shall not assume or have any responsibility for, all of the following Liabilities of the Seller as of the Closing other than the Assumed Liabilities Sellers (the “"Excluded Liabilities”), including, without limitation:"): (i) all Excluded Taxesincome Taxes (including any state or local franchise Taxes based in whole or part on income) now or hereafter owed by the Sellers or any Affiliate of the Sellers that are attributable to the operations or activities of the Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date; (ii) all Liabilities relating to or the extent arising out of or relating to the Excluded Assets (other than Liabilities reflected or reserved against on the Closing Statement of Net Assets, all of which shall be Assumed Liabilities notwithstanding anything in this Agreement to the contrary); (iii) claims all Liabilities relating exclusively to or arising prior to the Closing made by employees exclusively out of the Seller (including obligations of the Transferred EmployeesSellers under Sections 5.08, 6.02(a), 6.02(c), 6.02(e)(ii) relating to their employment with the Sellerand 6.04; (iv) all Inter-company PayablesLiabilities arising out of the Long Term Incentive Plan, the Phantom and Stock Plans, the Performance Plan, any SERP Plans, the Retention Agreements, the Corporate Severance Agreements or any other employee benefit or welfare plan relating in whole or in part to the Newspaper Employees whether, on behalf of any present or former employees of the Business and/or their dependents; (v) all debts and other obligations due from any Seller to another Seller or to any Affiliate of any Seller (other than any debts reflected or reserved against in the Final Closing Statement of Net Assets and due to TIMN); (vi) all debts and other obligations of the Sellers for borrowed money, including, but not limited to, capital lease obligations; (vii) all Liabilities of the Sellers to the extent not arising out of or obligations attributable relating to the Business, the Transferred Assets and/or the Newspapers; (Aviii) any failure all Liabilities of the Sellers solely to the extent such Liabilities constitute (a) libel claims with respect to materials published by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising Newspapers prior to the Closing and Date, (Cb) intellectual property infringement workers' compensation claims arising of Newspaper Employees with respect to occurrences prior to the ClosingClosing Date or (c) or other claims on Section 3.05 of the Disclosure Schedule (other than the matters listed as items 1 and 2 thereon which shall be governed by clause (ix) of this Section 2.02(b)); (ix) all Liabilities of the Sellers or any of their Affiliates to pay attorneys fees and expenses of counsel to Sellers or any of their Affiliates and other fees and expenses of consultants, expert witnesses or other third parties retained by Sellers or their Affiliates in connection with the defense of the litigations listed as items 1 and 2 in Section 3.05 of the Disclosure Schedule and to pay monetary Damages, if any, pursuant to a final and nonappealable order or judgment of the court having jurisdiction with respect to such litigations, in any case, solely to the extent such monetary obligations arise as a result of occurrences prior to the Closing Date (provided that, for greater certainty, Excluded Liabilities shall not include, and Assumed Liabilities shall include, any injunctive or other equitable remedies resulting from or relating to such litigations that affects the Business or the Purchaser or its Affiliates or any Liabilities or Damages resulting from or relating to the operation of the Business or any other action by the Purchaser or its Affiliates from and after the Closing Date); (x) all Liabilities of the Sellers arising out of any breach by the Sellers or any of their Affiliates prior to the Closing Date of any of the Non-compete Agreements (other than any breach arising out of the consummation of the transactions contemplated hereby); (xi) all Liabilities under any insurance policy relating to the Business; (xii) all Liabilities of the Sellers relating to terminations of employment of Newspaper Employees prior to the Closing Date; and (xiii) all Liabilities which are listed on Section 2.02(b) of the Disclosure Schedule.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this AgreementAgreement (including, without limitation, paragraph (b) of this Section 2.02), at the Closing, the Purchaser shall shall, pursuant to the Assumption Agreement, assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities liabilities of the Seller arising after the closing under the Assumed Contracts contracts or agreements assumed by the Purchaser listed on Disclosure Schedule 2.02(a) (other than Liabilities liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior thereof) (the “Assumed Liabilities”). The parties agree to update Disclosure Schedule 2.02(a) no later than the working day immediately before the Closing Date and update the schedules attached to the Closing, (B) products liability or personal injury claims arising prior Assumption Agreement to be executed by the parties on the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the BusinessDate accordingly. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller Business as of the Closing Date other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded TaxesLiabilities arising from or related to the use of any Intellectual Property in the operation of the Business on or prior to the Closing Date; (ii) all Taxes now or hereafter owed by the Seller or any Affiliate of the Seller, or attributable to the Acquired Assets or the Business, relating to any period, or any portion of any period, on or prior to the Closing Date; (iii) all liabilities arising from the infringement of any right of privacy, reputation and other personal rights in connection with the conduct of Business on or prior to the Closing Date; (iv) all Losses; (v) all Liabilities relating to or arising out of from the Excluded Assets;; and (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (vvi) all Liabilities or obligations attributable to (A) any failure not expressly assumed by the Seller to comply with the terms of any Assumed Contract prior Purchaser pursuant to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andAssumption Agreement.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following (and only the following) Liabilities of the Seller, except for the Excluded Liabilities Seller (the “Assumed Liabilities”):) on or before the date that payment or performance is due and no other Liabilities whatsoever: (i) all Liabilities arising after the Closing under the Contracts that are not Excluded Contracts, in each case other than Liabilities arising out of or relating to (1) breaches that occurred on or prior to the Closing or events that occurred on or prior to the Closing that with the giving of notice or lapse of time would become a breach, (2) any of the Excluded Liabilities or (3) except as reflected or reserved against as current liabilities on the Closing Statement Balance Sheet, the ownership or operation of Net Assets (other than Tax Liabilities)the Business prior to the Closing; (ii) all current trade accounts payable and accrued expenses and other current liabilities set forth on the Closing Balance Sheet in the respective amounts set forth thereon and determined in accordance with Section 2.07, except for any such accounts payable and accrued expenses that constitute Excluded Liabilities (including Affiliated Liabilities, Taxes payable, any Indebtedness of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) and any failure by Transaction Expenses of any of the Seller to comply with Parties) (the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing“Assumed Payables”); and (iii) product warranties and claims thereunder relating to all Liabilities resulting from the products ownership of the BusinessPurchased Assets and the operation of the Business by the Purchaser after the Closing Date. (b) Notwithstanding subsection (aSection 2.02(a) aboveor any other provision in this Agreement or in any other Acquisition Document, the Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liabilities of whatever nature, whether presently existing or arising after the date of this Agreement, of any of the Seller Parties or any of their respective Affiliates or family members or relatives or of any other Person. Accordingly, the Seller Parties shall retain, and shall be responsible for paying, performing and discharging when dueall of their respective Liabilities, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (all Liabilities other than the Assumed Liabilities, the “Excluded Liabilities”)) on or before the date that payment or performance is due, including, without limitation: (i) all Excluded TaxesLiabilities of Seller, other than the Assumed Liabilities, relating to or arising out of the ownership or operation of the Business prior to the Closing; (ii) all Liabilities relating to the employment, termination of employment, compensation or employee benefits of current or former employees of the Seller, (A) in the case of Transferred Employees arising or incurred prior to or as of the Closing, and (B) in the case of all other current and former employees of the Seller or any of its Affiliates, arising or incurred prior to, as of or after the Closing; (iii) all Liabilities relating to the funding, operation, administration, amendment, termination or withdrawal from any Plan arising or incurred prior to, as of or after the Closing; (iv) all Liabilities of the Seller to any of its Affiliates, any of the Seller Members or any of their respective Affiliates (“Affiliated Liabilities”); (v) all Transaction Expenses of the Seller Parties; (vi) all Excluded Taxes; (vii) all Liabilities to the extent relating to or arising out of the Excluded Assets, including the Excluded Contracts; (iiiviii) claims arising prior all Liabilities pursuant to Environmental Laws to the Closing made by employees of the Seller (including the Transferred Employees) extent arising from or relating to their employment with any action, event, circumstance or condition occurring or existing on or before the SellerClosing; (ivix) all Inter-company Payables;Indebtedness of the Seller; and (vx) all Liabilities Liabilities, if any, relating to or obligations attributable to (A) any failure by the Seller to comply arising in connection with the terms matters disclosed in Section 3.11 of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andDisclosure Schedule.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at Purchaser shall, on the ClosingClosing Date, the Purchaser shall assume and shall agree to pay, perform honor and discharge the following Liabilities when due all of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): following: (i) all Liabilities accounts payables reflected or reserved against on in the Closing Statement of Net Assets (other than Tax Liabilities); Balance Sheet including accounts payable reflected in the Closing Balance Sheet related to reagent rental agreements and (ii) all Liabilities accounts payables outstanding as of the Seller arising under Closing Date and incurred in the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to Ordinary Course of Business since the Closing Balance Sheet and included in the Closing Working Capital Amount (C) intellectual property infringement claims arising prior to the Closing"ASSUMED LIABILITIES"); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of Seller or the Seller as of the Closing Business other than the Assumed Liabilities (the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation: (i) all Excluded TaxesTaxes now or hereafter owed by Seller or any Affiliate of Seller, or attributable to the Assets or the Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date (as provided in SECTION 7.01). Purchaser shall pay when due all Taxes attributable to the Assets or the Business relating to any period or any portion of any period ending after the Closing Date (as provided in SECTION 7.01); (ii) all Liabilities relating and obligations with respect to litigation commenced before or arising out of related to acts, events or omissions occurring prior to the Excluded AssetsClosing Date; (iii) claims arising prior to tortious or negligent acts committed before the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerDate; (iv) all Inter-company PayablesLiabilities of the Seller arising out of the ownership, use and operation of the Business prior to the Closing Date (such as, but not limited to, warranty claims); (v) all employee Liabilities or obligations attributable to arising before the Closing Date; (Avi) Liabilities, other than those reimburseable in connection with the Transition Services Agreement, arising out of any failure employee benefit plan maintained by the Seller, or with respect to which Seller is obligated to comply with the terms of any Assumed Contract prior to the Closingcontribute, (B) products liability including, but not limited to, those plans and arrangements disclosed or personal injury claims required to be disclosed in SECTION 3.19 of the Disclosure Schedule), arising after the Closing Date for acts, events or omissions on or prior to the Closing Date; (vii) Liabilities arising under the Worker Adjustment and Retraining Notification Act or other equivalent state or local laws; (Cviii) intellectual property infringement claims Liabilities arising under any reagent rental agreement not within the Assumed Liabilities; (ix) to the fullest extent permitted by Law, Environmental Liabilities associated with Environmental Conditions occurring prior to the ClosingClosing Date; (x) Liabilities arising from or related to Seller's participation in the Medicare program, the Medicaid program or any other federal or state healthcare program, including without limitation any liabilities for overpayments or the submission of false or fraudulent claims; and (xi) Any other debts, obligations or liabilities of Seller which arise from or relate to any incident or circumstance occurring prior to the Closing Date, including, without limitation, any liability under federal or state antikickback laws, or under federal or state physician anti-referral laws, whether known or unknown, fixed, contingent or otherwise, which are not expressly assumed by Purchaser hereunder.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on related to the Servicing Interests, the Servicing Agreements and the Underlying Documents to the extent in respect of any period from and after the Closing Statement Date; provided that, subject to the indemnification obligations of Net Assets the Sellers pursuant to Section 8.02(d) hereof, the Purchaser shall assume and agree to pay, perform and discharge all Liabilities related to any Servicing Interests, related Servicing Agreements and/or the Underlying Documents in respect of any period prior to the Closing Date if, after consultation with the Purchaser, such assumption (A) is required by an Investor in granting a Servicing Agreement Consent and approved by the Sellers or (B) is otherwise desirable, in the Sellers’ reasonable judgment, in connection with the assignment or transfer of any Servicing Agreement and/or Underlying Document pursuant to a “successor to the business” provision, a “succeeding to the business of Servicer” provision or any other than Tax Liabilities)substantially similar provision relating to the purchase of all or substantially all of a business; (ii) all Liabilities of the Seller arising under the Assumed Contracts and the Transferred Intellectual Property Licenses to the extent in respect of any period from and after the Closing Date; (iii) all Liabilities arising from or related to the conduct of the Business or the use of the Purchased Assets to the extent in respect of any period from and after the Closing Date, including all Liabilities arising from any Litigation relating to the conduct of the Business or the use of the Purchased Assets from and after the Closing Date; (iv) all Liabilities related to “Misc Accrued Expense” and “Escheatable Checks to States,” in each case, to the extent reflected or reserved for in the Closing Date Platform Purchase Price set forth in the Proposed Closing Date Acquisition Statement (or if adjusted pursuant to Section 2.08, the Final Platform Purchase Price) as well as any and all other than Liabilities or obligations attributable to (A) any failure that would be required by the Seller Agreed Upon Procedures to comply with be reflected or reserved for in the terms thereof prior Closing Date Platform Purchase Price set forth in the Proposed Closing Date Acquisition Statement (or if adjusted pursuant to Section 2.08, the Final Platform Purchase Price), to the Closingextent so reflected or reserved; (v) all Liabilities to reimburse, (B) products liability restore or personal injury claims arising prior repay any Custodial Account Funded Advances to the Closing and (C) intellectual property infringement claims arising prior to the Closing)related Custodial Accounts; and (iiivi) product warranties and claims thereunder relating to the products all Liabilities set forth in Section 2.02(a)(vi) of the Business.Disclosure Schedule; (b) Notwithstanding subsection Section 2.02(a) (a) abovebut subject to the proviso set forth in Section 2.02(a)(i), which Liabilities referred to in such proviso are subject to the indemnification obligations of the Sellers pursuant to Section 8.02(d)), the Seller Sellers shall retain, and shall be responsible for paying, performing and discharging when due, due (and the Purchaser shall not assume assume, or have any responsibility for, any Liabilities of the Sellers, whether past, present or future, other than Assumed Liabilities) all Liabilities of the Seller as of Sellers related to the Closing other than Excluded Assets, including the Assumed following Liabilities (collectively, the “Excluded Liabilities”), including, without limitation:): (i) other than the Purchaser’s obligations pursuant to Section 6.01, all Excluded TaxesLiabilities for payment of any wages or other compensation (including vacation or sick days) earned by or owed to an Offered Employee (including an Offered Employee who rejects the Purchaser’s offer of employment or who is not actively at work on the Closing Date and does not become a Transferred Employee), Transferred Employee or any other employee impacted by this Agreement during his employment with the Sellers or their respective Affiliates; (ii) other than the Purchaser’s obligations pursuant to Section 6.01, all Liabilities relating under or with respect to the Plans (including, for the avoidance of doubt, any employment, severance, change of control, retention or arising out guaranteed bonus contracts or arrangements of any nature for the Excluded Assetsbenefit of any Prospective Employee); (iii) claims arising all Liabilities of either Seller (or any of their Affiliates) resulting from any breach or default by the Sellers (or any of their Affiliates) or of any prior servicer or subservicer of any provision of any Servicing Agreement and/or Underlying Document prior to the Closing made by employees Date, including any Liabilities resulting from any Litigation that results from the matters referred to in this clause (iii), but excluding any Liabilities resulting from any act or omission of the Seller Purchaser or any of its Affiliates from and after the Closing Date (including it being understood and agreed that the Transferred Employees) relating Purchaser shall be solely responsible for all Liabilities to their employment with the Sellerextent arising from or after the Closing Date even if such Liabilities result from the Purchaser’s or its Affiliates’ continuation of practices of the Sellers in conducting the Business prior to the Closing Date); (iv) all Inter-company PayablesLiabilities of any Seller (or any of its Affiliates) under any Servicing Agreement in its capacity as the depositor or other seller of Mortgage Loans to a trust or other owner of the Mortgage Loans or to repurchase Mortgage Loans or reimburse, indemnify or hold harmless any Person in its capacity as depositor or other seller of Mortgage Loans to a trust or other owner of the Mortgage Loans; (v) other than the Purchaser’s obligations with respect to Servicer Litigation pursuant to Section 5.23, all Liabilities resulting from either Seller’s performance or failure to perform its obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability as Servicer or personal injury claims arising subservicer prior to the Closing and (C) intellectual property infringement claims arising Date pursuant to the Servicing Agreements or resulting from any violation by either Seller of any Applicable Requirements prior to the ClosingClosing Date in respect of the Servicing Agreements or the Purchased Assets, including any Liabilities resulting from any Litigation that results from the matters referred to in this clause (v), but excluding any Liabilities resulting from any act or omission of the Purchaser or any of its Affiliates from and after the Closing Date (it being understood and agreed that the Purchaser shall be solely responsible for all Liabilities to the extent arising from or after the Closing Date even if such Liabilities result from the Purchaser’s or its Affiliates’ continuation of practices of the Sellers in conducting the Business prior to the Closing Date); (vi) other than the Purchaser’s obligations with respect to Servicer Litigation pursuant to Section 5.23, all Liabilities arising out of or resulting from any Litigation (A) that is pending, threatened or completed as of the Closing Date with respect to any Seller or (B) resulting from actions or omissions of any Seller in its capacity as Servicer or subservicer under the Servicing Agreements prior to the Closing Date (it being understood and agreed that the Purchaser shall be solely responsible for all Liabilities to the extent arising from or after the Closing Date even if such Liabilities result from the Purchaser’s or its Affiliates’ continuation of practices of the Sellers in conducting the Business prior to the Closing Date); and (vii) all Excluded Taxes.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser shall, by executing and delivering, at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, any and all of the following Liabilities of the SellerSeller and the Asset Sellers to the extent relating to the Business or the Purchased Assets, except for other than the Excluded Liabilities set forth in Section 2.03(b) below (the “Assumed Liabilities”):). The Assumed Liabilities include, but are not limited to, the following: (i) all Liabilities reflected arising from or reserved against in respect of any Purchased Asset or the operation of the Business on or prior to the Closing Statement of Net Assets (other than Tax Liabilities)Date; (ii) all Indebtedness reflected in the Final Closing Statement; (iii) all Liabilities of the Seller or any Asset Seller arising under the Assumed Contracts Related to the Business assumed by the Purchaser; (other than iv) all accounts payable and liabilities, obligations and commitments, regardless of when asserted, billed or imposed, to the extent Related to the Business, including all Liabilities reflected on the Final Closing Statement; (v) all Liabilities arising from or in respect of any Action, relating to or arising from the conduct of the Business, pending or threatened against the Business or the Purchased Assets, including any indemnity obligations attributable related to such Liabilities; (Avi) all Liabilities in respect of the Transferred Employees that are incurred following the Closing, except for any failure such Liabilities that are specifically retained by the Seller to comply with the terms thereof prior in this Agreement; (vii) all Taxes to the Closing, (B) products liability or personal injury claims arising prior extent relating to the Closing and (C) intellectual property infringement claims arising prior to Purchased Assets or the Closing)Business other than Excluded Asset Seller Taxes; and (iiiviii) product warranties and claims thereunder relating to the products of the Businessall Liabilities set forth in Schedule 2.03(a)(viii). (b) Notwithstanding subsection (a) above, the The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed following Liabilities (the “Excluded Liabilities”), including, without limitation:): (i) all Excluded Asset Seller Taxes; (ii) all Liabilities to the extent relating to or arising out of the Excluded Assets, including all Liabilities of the Asset Sellers not Related to the Business; (iii) claims arising prior to the Closing made all costs and expenses incurred by employees of the Seller (including the Transferred Employees) relating to their employment or its Affiliates in connection with the SellerTransaction; (iv) all Inter-company Payables;Liabilities under Seller Plans other than those expressly allocated to the Purchaser under ARTICLE VI of this Agreement; and (v) all Liabilities or the Seller’s obligations attributable under this Agreement and each Ancillary Agreement, and each Asset Seller’s obligations under the Ancillary Agreements to (A) any failure by the which such Asset Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andis a party.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Purchasers shall, by executing and delivering at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, only the following Liabilities of the Seller(collectively, except for the Excluded Liabilities (the “Assumed Liabilities”):) and no others: (i) all Liabilities reflected arising under the Contracts identified in Section 2.1(a)(vi) or reserved against listed on Schedule 2.1(b) of the Disclosure Schedules (the “Assumed Contracts”) after the Closing Statement of Net Assets (Date, other than Tax Liabilities);Liabilities arising out of or resulting from any breach by the Sellers occurring on or prior to the Closing Date; and (ii) all Liabilities relating to, resulting from, caused by, or arising out of the Seller ownership, operations or control of the Business, the ownership or use of the Purchased Assets, or the manufacturing, marketing, distribution or sale of the Business Products, to the extent arising under after the Assumed Contracts (other than Closing Date, including, without limitation, Liabilities or obligations attributable to arising out of the following: (A) any failure by accident or occurrence resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the Seller to comply with operation of the terms thereof prior to Business after the Closing, Closing Date; (B) products liability any violation of any Law or personal injury claims arising prior to Governmental Order after the Closing and Date; or (C) intellectual property infringement claims arising prior product complaints, recalls, market withdrawals and field corrections with respect to Business Products manufactured, marketed, distributed or sold after the Closing); and (iii) product warranties and claims thereunder relating to the products of the BusinessClosing Date. (b) Notwithstanding subsection (aany implication to the contrary contained in Section 2.2(a) abovehereof, the Seller Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser Purchasers shall not assume or have any liability or responsibility for, all Liabilities of the Seller Sellers as of the Closing other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation: (i) all Excluded Taxesany accounts payable or other accrued expenses; (ii) all Liabilities any Liability of the Sellers under this Agreement, any Ancillary Agreement or on account of any of the transactions contemplated hereby, including, without limitation, any Liability of the Sellers to attorneys, accountants, brokers, or others for services rendered or expenses incurred by or on behalf of the Sellers; (iii) any wages, salaries, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and in effect (“ERISA”) or otherwise, relating to the employees of the Sellers or other amounts due to any employees or former employees of the Sellers; (iv) any Liabilities of the Sellers for any Taxes payable with respect to the Purchased Assets and/or the operation of the Business prior to the Closing Date; (v) except as otherwise provided in Section 5.2 with respect to Transfer Taxes, any Tax imposed upon or incurred by the Sellers arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby; (vi) any Liability of the Sellers relating to, resulting from, caused by, or arising out of the ownership, operations or control of the Business, the ownership or use of the Purchased Assets, or the manufacturing, marketing, distribution or sale of the Business Products, to the extent arising prior to the Closing Date, including, without limitation, Liabilities arising out of the following: (A) any accident or occurrence resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the Business prior to the Closing Date; or (B) any breach of Contract, workers’ compensation claim or violation of any Law or Governmental Order prior to the Closing Date. (vii) any Liability with respect to any Indebtedness of the Sellers; (viii) any Liability with respect to any of the Excluded Assets; (iiiix) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Sellerany Liability listed on Schedule 2.2(b)(ix); (ivx) all Inter-company Payables;any Liability to Fox and Xxxxxxx, or any Affiliate of Fox and Xxxxxxx, related to the Business or the Purchased Assets, including any Liability under the F&G Agreement and any Liability with regard to the F&G Settlement Amount; and (v) all Liabilities or obligations attributable to (Axi) any failure other Liabilities of the Sellers that are not expressly disclosed to and assumed by the Seller Purchasers pursuant to comply Section 2.2(a). (c) To the extent that the assignment of any Contract or Governmental Permit to be assigned to the Purchasers pursuant to this Agreement shall require the consent of any other Person or Governmental Authority, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. The Sellers shall use commercially reasonable efforts, and the Purchasers shall cooperate where appropriate, to obtain any consent necessary to any such assignment. If any such consent is not obtained, then the Sellers shall cooperate with the terms Purchasers in any reasonable arrangement requested by the Purchasers designed to provide to the Purchasers the benefits under any such Contract or Governmental Permits, including enforcement of any Assumed Contract prior and all rights of the Sellers against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise, provided that neither the Sellers nor the Purchasers shall be required to the Closing, (B) products liability make any payment or personal injury claims arising prior institute legal proceedings to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andobtain any such consent or as part of any such alternative arrangement.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall shall, on the Closing Date, assume and shall agree to pay, perform and discharge when due the following Liabilities categories and types of liabilities and obligations (such liabilities and obligations being the Seller, except for the Excluded Liabilities (the “"Assumed Liabilities”"): (i) all the Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities);Transferred; and (ii) all Liabilities of the Seller arising liabilities and obligations under the Assumed Assigned Leases, the Assigned Contracts and the Assigned Permits (other than Liabilities liabilities and obligations under an Assigned Contract or obligations attributable Assigned Permit relating solely to (A) any failure by the Seller a store subject to comply with the terms thereof prior a Non-Transferred Lease), to the Closingextent such Assigned Leases, (B) products liability Assigned Contracts and Assigned Permits are validly assigned to the Purchaser, and in each case to the extent such liabilities and obligations arise or personal injury claims arising prior accrue subsequent to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the BusinessDate. (b) Notwithstanding subsection (a) aboveExcept for the Assumed Liabilities, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility forfor or in any way become liable with respect to, all Liabilities any debts, liabilities and obligations of the Seller as Business arising on or before the Closing Date, or of the Closing other than Seller, the Assumed Liabilities Seller's Subsidiaries, the Parent or any of their respective Affiliates arising at any time, whether known, unknown, contingent or otherwise (collectively, the “"Excluded Liabilities”"). The Purchaser shall not be deemed to be a successor-in-interest to the Parent, includingthe Seller, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out any of the Excluded Assets; (iii) claims arising prior to the Closing made by employees Seller's Subsidiaries or of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) respective Affiliates for any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andpurposes whatsoever.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “"Assumed Liabilities”"): (i) all Liabilities reflected or reserved against accrued on the Closing Reference Statement of Net Assets (other than Tax Liabilities)Assets; (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure assumed by the Seller Purchaser pursuant to comply Section 2.01(a)(xi) hereof; (iii) all Liabilities arising out of or relating primarily to the Business and incurred in the ordinary course of Business since the Reference Statement Date, including but not limited to both recorded and accrued trade payables and accrued vacation; (iv) existing mortgages together with accrued interest on (xx) Owned Real Property and (yy) that certain King Air C-90 airplane; (v) all Liabilities relating to the Seller's obligation to provide continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") after the Closing for all "M&A qualified beneficiaries", as such term is defined in Q&A-4(a) of Treasury Regulation Section 54.4980B-9 with respect to asset sales ("M&A Qualified Beneficiaries") in connection with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing)transaction contemplated by this Agreement; and (iiivi) product warranties and claims thereunder relating to the products of the Businessall Liabilities set forth on Schedule 2.02(a). (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims all Liabilities that relate to any Environmental Law, any Environmental Permit or any Hazardous Material, and that arise from or relate to any action, omission, event, circumstance or condition occurring or existing on or before the Closing, including without limitation, such Liabilities that relate to (A) any Hazardous Material at, on, under, migrating to or from, or transported to or from the Real Property, on or prior to the Closing, or any additional migration of such Hazardous Material after the Closing (including, without limitation, any Remedial Action at any time before or after the Closing relating to such Hazardous Material); (B) any Environmental Claim arising at any time that relates to the Business or the Real Property on or prior to the Closing; or (C) any noncompliance with or violation of any applicable Environmental Law or Environmental Permit relating in any way to the Business or the Real Property on or prior to the Closing, or any continuation of such violation or noncompliance after the Closing; (A) all Liabilities of the Seller and its Affiliates relating to the Plans or arising under Title IV of ERISA or the joint and several liability provisions of the Code governing the Plans or (B) arising from or in connection with the employment, retention or termination of any current and former employee, consultant or director of the Seller or its Affiliates on or prior to the Closing made Date, including, without limitation, any Liabilities arising from or in connection with the transactions contemplated by employees this Agreement, other than the liabilities of the Seller (including expressly assumed by the Transferred EmployeesPurchaser pursuant to Section 2.02(a) relating to their employment with the Seller; (iv) all Inter-company Payablesof this Agreement; (v) all Liabilities or obligations attributable relating to Indebtedness of the Seller not assumed under Section 2.02(a); (Avi) any failure claim by third parties for injury to the Seller person or damage to comply with the terms of property sustained on any Assumed Contract Real Property on or prior to the Closing, ; (Bvii) products liability any Liabilities expressly retained by Seller under the Agreement or personal injury claims arising prior to the Closing and Ancillary Agreements; (Cviii) intellectual property infringement claims arising prior to the Closingany Liabilities set forth on Schedule 2.02(b)(viii); and (ix) existing mortgages together with accrued interest on Excluded Owned Real Property.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall cause the UK Purchaser, on the Closing Date, to assume and shall agree to pay, perform and discharge the following in accordance with past practice all Liabilities of CCPS as at the SellerClosing Date arising out of or relating to the Business, whether or not accrued or arising before or after the Closing, except for the Excluded Liabilities (the “"Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities"); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller CCPS shall retain, and shall be responsible for paying, performing and discharging when due, and the UK Purchaser shall not assume or have any responsibility for, all each of the following Liabilities of the Seller CCPS as of the Closing other than the Assumed Liabilities Date (the “"Excluded Liabilities”), including, without limitation:"): (i) all Excluded TaxesTaxes attributable to the Assets or the Business as conducted by CCPS, relating to any taxable period, or any portion thereof, ending on or prior to the Closing Date and all Taxes of the Sellers (in each case as provided by, and subject to the limitations set forth in, Article VII); (ii) all Liabilities related to employees of CCPS who are not UK Transferred Employees; (iii) except as provided in Section 6.03 or by the UK Employment Regulations, (A) all Liabilities under any employee benefit plan (as such term is defined in section 3(3) of ERISA) (including any funding, contribution or withdrawal liabilities or any insurance claims) maintained by the Sellers following the Closing Date and (B) all Liabilities related to UK Transferred Employees that are not reflected in the Final Statement of Working Capital; and (iv) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior , including, without limitation, any Liabilities not related to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andBusiness.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingBuyer will assume, the Purchaser shall assume and shall agree to pay, perform and discharge when due, any and all of the following Liabilities of the SellerSeller and the Asset Selling Subsidiaries to the extent relating to or arising exclusively out of the Business or the Purchased Assets, except for other than the Excluded Liabilities set forth in Section 2.2(b) below (the “"Assumed Liabilities”):"). The Assumed Liabilities include, but are not limited to, the following: (i) all Liabilities reflected of the Seller or reserved against on any Asset Selling Subsidiary arising under the Closing Statement of Net Assets (other than Tax Liabilities)contracts assumed by the Buyer; (ii) all Liabilities for product warranty service claims relating to Business Products and all Product Liabilities; (iii) all Liabilities in respect of any and all accounts payable and the accrued vacation, sick leave, workers' compensation claims and insurance claims of, in each case, the Transferred Employees; (iv) all Environmental Liabilities. (v) all intercompany Liabilities (i.e., payables by any Company or any Asset Selling Subsidiary to the Seller or any Affiliate of the Seller arising under Seller), to the Assumed Contracts extent incurred in the ordinary course of business for the purchase of products used exclusively in the Business; (vi) all Taxes relating to the Companies, the Purchased Assets or the Business other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing)Excluded Taxes; and (iiivii) product warranties and claims thereunder relating all Liabilities with respect to the products of the BusinessTransferred Plans. (b) Notwithstanding subsection (a) above, the The Seller shall will retain, and shall will be responsible for paying, performing and discharging when due, and the Purchaser shall Buyer will not assume or have any responsibility for, all Liabilities of the Seller as of following Liabilities, whether belonging to the Closing other than Seller, the Assumed Liabilities Companies or the Asset Selling Subsidiaries (collectively, the “"Excluded Liabilities”), including, without limitation:"): (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller's and its Affiliate's obligations under this Agreement and the Ancillary Agreements and any Liability to Xxxxxxx Sachs & Co. arising in connection with this Agreement and the transactions contemplated hereby; (iv) all Inter-company PayablesLiabilities for intercompany accounts payable, other than trade payables arising in the ordinary course of business from the sale of products by the Seller or an Affiliate of the Seller to a Company or an Asset Selling Subsidiary to the extent related exclusively to the Business; (v) all Intercompany Indebtedness; (vi) other than Transferred Plans or except as otherwise expressly provided in Section 7.4, all Liabilities related to the Seller's, the Companies' or the Asset Selling Subsidiaries' sponsorship of, maintenance of, contribution to or other obligations attributable with respect to any Plan; (Avii) any failure by Liabilities related to the Spin-Offs, including, without limitation, any Tax and severance Liabilities; and (viii) all Liabilities of the Seller to comply with or the terms of any Assumed Contract prior Asset Selling Subsidiaries that do not relate exclusively to the Closing, Business. (Bc) products liability or personal injury claims arising prior The Buyer shall indemnify the Seller and its Affiliates for and hold them harmless against all Assumed Liabilities (without limitation to the Closing Buyer's rights under Section 6.1 with respect to breaches of representations and (Cwarranties) intellectual property infringement claims arising prior to and the Closing; andSeller shall indemnify the Buyer and its Affiliates for and hold them harmless from all Excluded Liabilities.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Purchaser shall assume (or cause a Purchaser Subsidiary to) assume, and from and after the Closing shall agree be obligated to pay, perform and discharge when due, all Liabilities to the following Liabilities extent primarily relating to or primarily arising out of the SellerBusiness, whether or not accrued and whether arising before or after the Closing, except for the Excluded Retained Liabilities (herein called the “"Assumed Liabilities”):"), including: (i) all Liabilities reflected of the Business to the extent that such Liabilities are explicitly provided for, reserved for, or reserved against on otherwise set forth in the Closing Statement of Net Assets Financial Statements (other than Tax Liabilitiesas defined in Section 3.04(a)); (ii) (A) all Liabilities of the Seller arising from any act, omission, event or circumstance occurring or arising under the contracts listed in Section 2.02(a)(ii) of the Disclosure Schedule (the "Assumed Contracts (other than Liabilities or obligations attributable Contracts"), which contracts are to (A) any failure be assumed by the Seller to comply with the terms thereof prior to Purchaser at the Closing, and (B) products liability or personal injury claims arising prior the obligations under Retained Contracts that are described in Section 5.13(a) of the Disclosure Schedule; provided that no Liabilities will be assumed in respect of any Identified Contracts except to the extent specified by Section 5.13(c). (iii) the liabilities arising out of the employment of the Specified Business Employees after the Closing with Purchaser or any Purchaser Subsidiary; (iv) Liabilities of Purchaser arising under this Agreement and (C) intellectual property infringement claims arising prior to the Closing)Ancillary Agreements; and (iiiv) product warranties the Liabilities listed and claims thereunder relating to the products briefly described in Section 2.02(a)(v) of the BusinessDisclosure Schedule (the Liabilities described in clauses (i) through (v) are referred to herein as the "Specified Assumed Liabilities"). (b) Notwithstanding subsection (a) aboveany provision of this Agreement or any Ancillary Agreement, the and regardless of any disclosure to Purchaser, Seller and Selling Subsidiaries shall retain, and shall be fully responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities any of the Seller as of the Closing other than the Assumed following Liabilities (herein called the “Excluded "Retained Liabilities”), including, without limitation:"): (i) all Excluded TaxesLiabilities for, or related to any obligation for, any Tax which Seller or any Selling Subsidiary bears under Article VII of this Agreement; (ii) all Liabilities under, arising out of, or relating to, each Benefit Plan, and the employment and/or termination of employment of each Business Employee or any other employee related to the Business, in each case on or prior to the Closing (whether or not such Liabilities are due and payable as of such date) and with respect to each employee of Seller or its Affiliates that is not an Assumed Employee, such Liabilities that arise after the Closing Date; (iii) Liabilities of Seller or the Selling Subsidiaries and their Affiliates relating to indebtedness for borrowed money (excluding accounts payable) and guarantees by Seller or the Selling Subsidiaries and their Affiliates of indebtedness for borrowed money; (iv) Liabilities that constitute Environmental Liabilities, to the extent relating to or arising from circumstances or conditions existing on or before the Closing Date; (v) Liabilities arising primarily out of the operation or conduct by Seller or any of its Affiliates of any business other than the Business; (vi) Liabilities to the extent relating primarily to, or arising primarily out of, any Excluded Asset, or to the extent arising out of the distribution to, or ownership by, Seller or any of its Affiliates of the Excluded Assets or the realization of the benefits of any Excluded Asset; (vii) Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising events existing on or prior to the Closing made by employees Date in respect of any Customer Contract that is listed or should have been listed on Section 3.15(b) of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior Disclosure Schedule but only to the Closingextent such Liabilities (i) are in respect of consequential, lost profit, punitive, indirect or special damages or (Bii) products liability or personal injury claims exceed the Deemed Liability Limit with respect to such Customer Contract (excluding Liabilities arising prior to the Closing and (C) from indemnification obligations in respect of intellectual property infringement claims arising prior to the Closingby third parties); and (viii) Liabilities of Seller and the Selling Subsidiaries arising under this Agreement and the Ancillary Agreements.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the First Closing, the Purchaser shall assume and shall agree to pay, perform and discharge all of the following Liabilities of the SellerSellers (collectively, except for the Excluded Liabilities (the “Agency Assumed Liabilities”): (i) all Liabilities reflected accounts payable and other accrued or reserved against on the Closing Statement of Net Assets incurred expenses (other than Tax Liabilities)any intracompany accounts payable) as of, and from and after, the close of business on the First Closing Date, in each case to the extent that they relate to the Agency Purchased Assets; (ii) all Liabilities related to the Agency Servicing Agreements and the related Servicing Rights and the Underlying Documents with respect to the Agency Servicing Agreements; (iii) all Liabilities arising from or related to the use of the Agency Purchased Assets, including all Liabilities arising from litigation relating to the use of the Agency Purchased Assets, from and after the First Closing Date; provided, however, that the assumption of such Liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(a); (iv) all Liabilities to reimburse, restore or repay any Custodial Account Funded Advances to the related Custodial Accounts, solely with respect to Custodial Accounts maintained by a Seller arising under the Assumed Contracts pursuant to an Agency Servicing Agreement; (other than v) all Liabilities or obligations attributable with respect to (A) any failure by the Seller lawsuits, judgments, claims or demands listed on the Sellers’ First Closing Litigation Report, dated as of the date of hereof (the “First Closing Litigation Report”), a copy of which has heretofore been delivered to comply with the terms thereof prior to the ClosingPurchaser, and (B) products liability any additional lawsuits, judgments, claims or personal injury demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic’s liens, elder abuse and stop notice claims arising prior with respect to any of the Agency Purchased Assets, but only to the extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on the First Closing Litigation Report, as determined by the mutual agreement of Purchaser and (Cthe Sellers; provided, however, that the assumption of such liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(c) intellectual property infringement claims arising prior to the Closingor Section 10.02(d); and (iiivi) product warranties and claims thereunder relating all Liabilities set forth on Schedule 2.02 (a) (vi). For the avoidance of doubt, except for any Liability under Section 2.02(a)(v), Purchaser shall not assume at the First Closing, or have any obligation to the products of the Business.pay, perform or discharge, any Retained Liability.¶ (b) Notwithstanding subsection Upon the terms and subject to the conditions of this Agreement, at the Second Closing, Purchaser shall assume and shall agree to pay, perform and discharge all of the following Liabilities of the Sellers (a) abovecollectively, the “Non-Agency Assumed Liabilities”): (i) all accounts payable and other accrued or incurred expenses (other than any intracompany accounts payable) as of, and from and after, the close of business on the Second Closing Date, in each case to the extent that they relate to the Non-Agency Purchased Assets; (ii) all Liabilities related to the Servicing Rights Agreements and the related Servicing Rights, the Non-Agency Servicing Agreements and the related Servicing Rights, the remaining Underlying Documents, the Subservicing Rights, the Subservicing Agreements, the Master Servicing Rights and the Master Servicing Agreements; (iii) all Liabilities arising under (A) the Assumed Contracts, (B) the Real Property Leases and (C) the Personal Property Leases and the Contracts for the Seller Licensed Intellectual Property; in each case except for any Liabilities arising from or in connection with any breaches thereof by the Sellers prior to the Second Closing; (iv) all Liabilities arising from or related to the conduct of the Business or the use of the Non-Agency Purchased Assets, including all Liabilities arising from litigation relating to the conduct of the Business or the use of the Non-Agency Purchased Assets, from and after the Second Closing Date; provided, however, that the assumption of such Liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(a); (v) all Liabilities to reimburse, restore or repay any Custodial Account Funded Advances to the related Custodial Accounts (other than the Liabilities transferred to Purchaser at the First Closing); (vi) all Liabilities to reimburse, restore or repay any Master Servicing Custodial Account Funded Advances to the related Master Servicing Custodial Accounts; (vii) all Liabilities with respect to (A) the lawsuits, judgments, claims or demands listed on the Sellers’ Second Closing Litigation Report, dated as of the date hereof (the “Second Closing Litigation Report”), a copy of which has heretofore been delivered to Purchaser, and (B) any additional lawsuits, judgments, claims or demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic’s liens, elder abuse and stop notice claims with respect to any of the Non-Agency Purchased Assets, but only to the extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on the Second Closing Litigation Report, as determined by the mutual agreement of Purchaser and the Sellers; provided, however, that the assumption of such liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(c) or Section 10.02(d); and (viii) all Liabilities set forth on Schedule 2.02(b)(viii), which is attached hereto in draft form. For the avoidance of doubt, except for any Liability under Section 2.02(b)(vii), Purchaser shall not assume at the Second Closing, or have any obligation to pay, perform or discharge, any Retained Liability.¶ (c) Notwithstanding Section 2.02(a) and Section 2.02(b), the Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility be liable for, all Liabilities of the Seller as of the Closing Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitationincluding the following: (i) all Excluded TaxesLiabilities related to any business conducted, operated or engaged in by either Seller, other than the Business; (ii) all any Liabilities relating to or arising out of the Excluded AssetsSellers arising under this Agreement or any of the Ancillary Agreements; (iii) claims except as specifically provided in Section 7.08, any Liabilities of either Seller arising under, in connection with or otherwise related to (A) any Employee Benefit Plan or other employee benefit or compensation plan, policy, program, agreement or arrangement, including any employment, retention, change in control, severance or similar agreement, (B) salaries, wages, bonuses, vacation or severance pay or other compensation, payments or benefits earned, accrued or arising prior to or in connection with the Second Closing Date or in connection with the Second Closing, (C) Title IV of ERISA, (D) any Continuing Employee with respect to any period or event occurring prior to the date on which he or she becomes an employee of Purchaser or one of its Affiliates, (E) any other former or current, active or inactive, employee, officer, agent, consultant, independent contractor or subcontractor of either Seller with respect to any period, or (F) any employment-related grievance or any claim with respect to any personal injuries sustained in connection with the employment or retention of a Person by any Seller, including workers’ compensation or disability, regardless of when such claim is made by employees or asserted, or (G) any Action arising under the WARN Act for any “employment loss” within the meaning of the WARN Act, by an employee of a Seller that occurs on or prior to the Second Closing Date, other than with respect to any Master Servicing Employee who is employed by the Sellers immediately prior to the Second Closing Date and is either (including the Transferred Employeesi) relating not offered employment by Purchaser or an Affiliate thereof pursuant to their Section 7.08(b) or (ii) does not commence employment with the SellerPurchaser or an Affiliate thereof despite such Master Servicing Employee accepting an offer of employment made pursuant to Section 7.08(b); (iv) all Inter-company Payablesany legal and accounting fees and expenses incurred by the Sellers in connection with the consummation of the Transactions, except as provided in this Agreement or the Ancillary Agreements; (v) any Tax Liabilities of the Sellers with respect to the Business for any Pre-Closing Tax Period; (vi) any Indebtedness of the Sellers; (vii) all Liabilities arising out of or obligations attributable with respect to the Excluded Assets; and (Aviii) all Liabilities of the Sellers with respect to any failure by the Seller to comply with the terms Actions of any Assumed Contract nature existing on or prior to the ClosingApplicable Closing Date that are not listed on the First Closing Litigation Report or the Second Closing Litigation Report, as applicable, or otherwise described in Section 2.02(a)(v) or Section 2.02(b)(vii). Purchaser assumes no Excluded Liability or any other Liability of the Sellers or any other Person pursuant to this Agreement other than the Assumed Liabilities. In furtherance of the foregoing and for the avoidance of doubt, the Parties hereby acknowledge and agree that Purchaser assumes no Liability of the Sellers or any Affiliate thereof, including without limitation LBB or LBHI, by virtue of completing the transactions contemplated by this Agreement or otherwise, with respect to (Bi) products liability the origination of any loans sold by or personal injury claims arising prior otherwise transferred by the Sellers directly or indirectly to the Closing and any Investor or any other Person or (Cii) intellectual property infringement claims arising prior such sale or transfer of such loans, including without limitation any Liability for any representations or warranties made with respect to the Closing; andsuch loans to any such Investor or Third Party.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (such Liabilities assumed by iStar, the “Assumed Liabilities”): (i) all Liabilities reflected obligations to make advances and disbursements with respect to the Loans made or reserved against on required to be made after the Closing Statement Date or which otherwise have been made or are required to be made pursuant to the Loan Documents after the Closing Date and, in all events, do not arise on account of Net Assets a default by the Seller or any of its Affiliates under the Loan Documents or hereunder; (ii) all other than Tax Liabilities (exclusive of Liabilities arising by reason of a breach by the Seller or any of its Affiliates on or prior to the Closing Date) under the Loans and the Loan Documents to the extent arising after the Closing Date and that are not otherwise Excluded Liabilities; (iii) Liabilities in respect of Repossessions undertaken with the Purchaser’s consent (except as otherwise set forth in Section 2.03(a)(v) below); (iiiv) all Liabilities of the Seller arising after the close of business on the Closing Date under the Assumed Contracts Transferred IP Agreements with respect to the software identified in Section 2.03(a)(iv) of the Disclosure Schedule or the Transferred Lease Agreements (other than Liabilities or obligations attributable to (A) any failure by the Seller or any of its Affiliates to comply with the terms thereof prior to the Closing, (B) products liability on or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the ClosingDate); and (iiiv) product warranties and claims thereunder all Liabilities arising after the close of business on the Closing Date relating to the products of the BusinessREO Property, including for real estate taxes, obligations under leases or purchase and other contracts, but no liability relating to or arising under Environmental Laws. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as or any of the Closing its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationbut not limited to: (i) all Excluded TaxesLiabilities resulting from facts, events or circumstances arising or occurring on or prior to the close of business on the Closing Date except as otherwise expressly provided herein; (ii) all Liabilities resulting from the Seller’s or any of its Affiliates breaches of its representations, warranties and covenants under this Agreement, the Ancillary Agreements, the Loan Documents, the Transferred IP Agreements or the Transferred Lease Agreements or any other breaches by the Seller or any of its Affiliates with respect to the Loans or the Purchased Assets; (iii) any litigation to which the Seller or any of its Affiliates is a defendant or a third party defendant other than any litigation commenced against the Purchaser following the Closing Date based on, relating to or arising out of an action or event occurring after the Closing Date with respect to a Purchased Asset or the Purchaser’s use of a Purchased Asset; (iv) all Liabilities of the Seller or any of its Affiliates in respect of any Indebtedness of the Seller or any of its Affiliates to any of their respective Affiliates or any other third party, but excluding Liabilities of the Seller or any of its Affiliates in connection with the Purchased Assets expressly assumed by the Purchaser hereunder; (v) all Liabilities of the Seller or any of its Affiliates to their respective Affiliates or any other third party in connection with any other contract or arrangement not expressly assumed hereunder, including, without limitation, interest rate hedging transactions, but excluding Liabilities of the Seller or any of its Affiliates in connection with the Purchased Assets acquired or assumed by the Purchaser hereunder; (vi) all Liabilities of the Seller or any of its Affiliates arising out of or related to any violation by such party of any applicable Law or Governmental Order; (vii) Excluded Taxes; (viii) all Liabilities relating to any current or former employee of the Seller or any of its Affiliates (including, but not limited to, severance or retention payments, accrued vacation, pension plan or employee stock ownership plan Liabilities, or any other employee benefits or payments), or any Benefit Plan (including, but not limited to, any liability for the provision of notices or benefits pursuant to COBRA for any individual who is or becomes an M&A Qualified Beneficiary (as such term is defined in Treas. Reg. Section 54.4980B-9) as a result of the consummation of the transactions contemplated by this Agreement), except for liabilities of the Purchaser arising after the Closing Date with respect to the Transferred Employees; (ix) all Liabilities arising out of or relating to any repossession of any collateral with respect to the Loans that occurred prior to the Closing Date undertaken without the consent of the Purchaser. (x) all Liabilities resulting from, relating to or arising out of the Excluded Assets;Seller’s or any of its Affiliates’ failure to obtain the Required Consents; and (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (vxi) all Liabilities arising out of or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior relating to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andExcluded Assets.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities Seller (the “"Assumed Liabilities”"): (i) all Liabilities reflected or reserved against accrued on the Closing Reference Statement of Net Assets (other than Tax Liabilities)to the extent such Liabilities have not been paid or discharged by the Seller on or prior to the Closing Date; (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to or, except as expressly provided by Article VI hereof, any Liability of the Closing, (B) products liability or personal injury claims Seller arising prior to the Closing and Date under any collective bargaining agreement covering Covered Employees); (Ciii) intellectual property infringement claims all Liabilities of the type included within the accounts on the Reference Statement of Net Assets arising prior out of or relating primarily to the Closing)Purchased Business and incurred in the ordinary course of the Purchased Business since the Reference Statement Date; and (iiiiv) product warranties and claims thereunder relating all Liabilities for workers compensation benefits payable to Transferred Employees with respect to any injuries sustained after the products of the BusinessClosing Date. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) all Liabilities for product warranty claims arising prior relating to the Closing made by employees products of the Seller (including the Transferred Employees) relating to their employment with the SellerPurchased Business and all Product Liabilities; (iv) all Inter-company Intercompany Payables; (v) except as expressly set forth in Sections 2.02(a)(i) or (iii) or Article VI, all Liabilities relating to or obligations attributable to (A) any failure by arising out of the Seller to comply with employment or termination of employment of employees of the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising Purchased Business prior to the Closing and Date; (Cvi) intellectual property infringement claims except as expressly set forth in Sections 2.02(a)(i) or (iii) or Article VI, all Liabilities relating to or arising out of any Plans; (vii) all Liabilities relating to or arising out of any Claims made prior to the ClosingClosing Date against the Seller or any of its Affiliates relating to the Purchased Business, the Purchased Assets or the Real Property; (viii) all Liabilities for workers compensation benefits payable to Covered Employees with respect to any injuries sustained on or prior to the Closing Date regardless of when a claim is made relating to such injury; (ix) all Liabilities for any brokerage, finder's or other fee or commission payable to any broker, finder or investment banker retained by the Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement or any Ancillary Agreement; and (x) except as set forth in Section 2.02(a), all contingent Liabilities.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform perform, and discharge only the following Liabilities of IBEX Corp., to the Seller, except for extent first arising and to be performed after the Excluded Liabilities Closing (the “Assumed Liabilities”), and no other Liabilities (it being understood and agreed that any of the following Liabilities arising after the Closing shall not be or be deemed Assumed Liabilities to the extent the conduct giving rise to such Liabilities occurred prior to the Closing): (ia) all Liabilities trade accounts payable of or by IBEX Corp. to third-parties in connection with the Business that remain unpaid and are not delinquent as of the Closing Date and that either are reflected or reserved against on the Closing Statement Interim Balance Sheet (as defined in Section 3.04) or arose in the ordinary course of Net Assets business consistent with past practice (other than Tax Liabilities)and in compliance with the terms of this Agreement) since the Interim Balance Sheet Date; (iib) all Liabilities of the Seller IBEX Corp. arising under the Assumed Contracts (other than assumed by Purchaser, but only to the extent that such Liabilities or obligations attributable thereunder are required to (A) be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any failure to perform, improper performance, warranty, or other breach, default, or violation by the Seller to comply with the terms thereof prior to the Closing, IBEX Corp. or any of its Affiliates (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closingincluding under this Agreement); and (iiic) product warranties all Liabilities of IBEX Corp. arising under the Governmental Authorizations and claims thereunder relating Environmental Permits transferred to Purchaser, but only to the products extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of the Business. business, and do not relate to any failure to perform, improper performance, warranty, or other breach, default, or violation by IBEX Corp. or any of its Affiliates (b) Notwithstanding subsection (a) above, the including under this Agreement). Seller shall retain, retain and shall be responsible for paying, performing performing, and discharging when duedue (and, as applicable, shall cause its Affiliates to pay, perform, and the discharge when due) all, and Purchaser shall not assume or have any responsibility forfor any, all Liabilities of the or relating to Seller as or any of the Closing its Affiliates, other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (ia) all Excluded Taxes; (iib) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (vc) all Liabilities or obligations attributable pursuant to Environmental Law (A) arising from or related to any failure by the Seller action, event, circumstance, or condition related to comply (1) Seller’s or any of its Affiliates’ real property, or (2) with the terms of respect to any Assumed Contract period prior to the Closing, (x) Seller’s or any of its Affiliates’ personal property, or (y) the Business or the Purchased Assets, or (B) under or pursuant to any Contract related to any of the foregoing, including: (aa) any Release or threatened Release of any Hazardous Material to or from any property presently or formerly owned, leased, used, or occupied by Seller, its Affiliates, or the Business; (bb) any transportation, disposal, or discharge, or the arrangement for such activities, of any Hazardous Material generated, used, stored, or treated in connection with the Business or originating at any property presently or formerly owned, leased, used, or occupied by Seller, its Affiliates, or the Business to or at any location; and (cc) any noncompliance with or violation of any applicable Environmental Law or Environmental Permit; (d) any product Liability or similar Claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement, or guaranty made by Seller or any of its Affiliates, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other product defects of any products liability at any time manufactured or personal injury claims sold or any service at any time performed by Seller or any of its Affiliates (solely in respect of the Business or the Purchased Assets prior to the Closing); (e) any recall or similar Claim with respect to any products at any time manufactured or sold or any service at any time performed by Seller or any of its Affiliates (solely in respect of the Business or the Purchased Assets prior to the Closing); (f) any trade accounts payable of IBEX Corp.: (A) to the extent not accounted for on the Interim Balance Sheet; (B) which constitute intercompany payables owing to any Affiliate of Seller; (C) which constitute debt, loans, or credit facilities to financial or similar institutions; or (D) which arose after the Interim Balance Sheet Date not in the ordinary course of business consistent with past practice (and in compliance with the terms of this Agreement); (E) which are delinquent as of the Closing; or (F) which relate to an Excluded Asset or are not otherwise related to the Business or the Purchased Assets; (g) any Liabilities to indemnify, reimburse, or advance amounts to any present or former officer, director, employee, or agent of Seller or any of its Affiliates (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnified Parties; (h) any Liabilities under any Contracts: (A) which are not validly and effectively assigned to Purchaser pursuant to this Agreement; or (B) if so assigned, (x) to the extent such Contracts do not conform to the representations and warranties with respect thereto contained in this Agreement, or (y) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to the Closing; (i) all Liabilities of Seller or any of its Affiliates under this Agreement or any other Acquisition Document; (j) all Liabilities of Seller or any of its Affiliates for borrowed money or any guaranties related thereto, or relating to any security interests, financing statements, mortgages, liens, pledges, or other Encumbrances against the Purchased Assets as of the Closing; (k) all Liabilities relating to Seller’s or any of its Affiliates’ failure to comply with any Law (including laws relating to bulk transfers or bulk sales with respect to the transactions contemplated by this Agreement, notwithstanding the waiver contained in Section 5.09) or Governmental Order, or with any obligations under any Contract; (l) all Liabilities in respect of any Claim or any pending or threatened Action or otherwise arising out of, in connection with, or relating to the operation of the Business or the ownership, use or exploitation of the Purchased Assets on or prior to the Closing and Date (C) intellectual property infringement claims arising or after the Closing, but relating to occurrences, facts, circumstances, conditions, or events occurring prior to the Closing); (m) all Liabilities arising out of or relating to: (A) the Plans or any other compensation or benefit plans, policies, programs, or arrangements sponsored or contributed to by IBEX Corp. or any ERISA Affiliate; or (B) employees of IBEX Corp. or any ERISA Affiliate, and individuals who are or were consultants or independent contractors with respect to the Business in respect of the period through and including the Closing Date; and (n) all Liabilities arising out of, relating to, or resulting from Claims by current or former stockholders of Seller (or its predecessors, successors, or assigns) and such current or former stockholders’ respective Affiliates with respect to the ownership by such current or former stockholders of Seller (or its predecessors, successors, or assigns), the Business or any of the Purchased Assets.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Buyer shall, by executing and delivering, at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, the following (and only the following) Liabilities of the SellerSeller (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on of Seller, to the extent that such Liabilities are included in the calculation of Definitive Net Working Capital and set forth in the Pre-Closing Statement of Net Assets (other than Tax Liabilities)and the Definitive Closing Statement; (ii) all Liabilities of the Seller arising under the Assumed Assigned Leases and the Assigned Contracts related to any period commencing on or following the Closing Date; (iii) all Taxes relating to the Purchased Assets or the Business other than Excluded Taxes; (iv) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior respect to the ClosingTransferred Employees to the extent arising after the Closing Date; (v) all Liabilities relating to any Release of Hazardous Materials or violations of Environmental Laws, in each case, to the extent first arising or occurring after the Closing Date (B) products liability excluding, for the avoidance of doubt, all Liabilities relating to any passive migration of Hazardous Materials Released on or personal injury claims arising prior to the Closing and Date); (Cvi) intellectual property infringement claims all Liabilities (including any Actions) related to or arising prior to out of Buyer’s conduct of the Closing)Business or ownership of the Purchased Assets after the Closing Date; and (iiivii) product warranties and claims thereunder relating to the products all other Liabilities identified on Section 2.2(a)(vii) of the BusinessSeller Disclosure Letter. (b) Notwithstanding subsection (a) aboveanything to the contrary in this Agreement, other than the Seller shall retainAssumed Liabilities, and shall be responsible for paying, performing and discharging when due, and the Purchaser Buyer shall not assume or have be liable for any responsibility for, all Liabilities of Seller or otherwise related to the Seller as of Purchased Assets or the Closing other than the Assumed Liabilities Business (collectively, the “Excluded Liabilities”), includingwhich Liabilities shall be retained by and remain obligations of Seller to be satisfied and discharged by Seller in accordance with their terms, without limitationincluding the following Excluded Liabilities: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (ii) all Liabilities of Seller that are not Assumed Liabilities; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerExcluded Taxes; (iv) all Inter-company PayablesLiabilities related to or arising out of (A) any real property lease or sublease not included in the Purchased Assets and (B) any Contract not included in the Purchased Assets; (v) all Liabilities related to or obligations attributable arising out of any Assigned Lease or Assigned Contract to the extent such Liability relates to or arises out of the time period prior to the Closing Date (A) notwithstanding anything to the contrary in any failure consent to assignment or other Contract entered into by the Seller to comply Buyer and/or ViaWest with any landlord in connection with the terms assignment of any Assumed Contract such Assigned Lease) except to the extent that such Liabilities are included in the calculation of Definitive Net Working Capital and set forth in the Pre-Closing Statement and the Definitive Closing Statement; (vi) all Liabilities of Seller pursuant to this Agreement or any other Ancillary Agreement (including Liabilities with respect to payment of expenses or indemnification); (vii) Liabilities related to CTI’s withdrawn initial public offering; (viii) all Liabilities for or in connection with any products sold or services provided by Seller, including product liability claims or Actions and warranty, repair and other obligations, arising out of the operation of the Business prior to the Closing (other than ordinary course repair or warranty obligations for which appropriate reserves have been established and included in the calculation of Definitive Net Working Capital and set forth in the Pre-Closing Statement and the Definitive Closing Statement, but only to the extent of such reserves); (ix) all Liabilities relating to workers’ compensation claims and occupational health claims against Seller or its Affiliates for accidents or injuries occurring prior to the Closing, ; (Bx) products liability all Liabilities (including any future Actions) related to or personal injury claims arising out of Seller’s conduct of the Business or ownership of the Purchased Assets prior to the Closing Date except to the extent such Liabilities are included in the calculation of Definitive Net Working Capital and set forth in the Pre-Closing and the Definitive Closing Statement; (Cxi) intellectual property infringement claims all Liabilities of Seller to any of its Affiliates; (xii) all Liabilities arising under Environmental Laws to the extent relating to, arising out of or resulting from the operation of the Business, the ownership of the Purchased Assets, or any Release of Hazardous Materials, in each case, on or prior to the ClosingClosing Date, and all Liabilities relating to any passive migration of Hazardous Materials Released on or prior to the Closing Date; (xiii) all Excluded Employee Liabilities, including all Severance Obligations that are not included in the Excess Severance Amount; and (xiv) all Liabilities identified on Section 2.2(b)(xiv) of the Seller Disclosure Letter.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the First Closing, the Purchaser shall assume and shall agree to pay, perform and discharge all of the following Liabilities of the SellerSellers (collectively, except for the Excluded Liabilities (the “Agency Assumed Liabilities”): (i) all Liabilities reflected accounts payable and other accrued or reserved against on the Closing Statement of Net Assets incurred expenses (other than Tax Liabilities)any intracompany accounts payable) as of, and from and after, the close of business on the First Closing Date, in each case to the extent that they relate to the Agency Purchased Assets; (ii) all Liabilities related to the Agency Servicing Agreements and the related Servicing Rights and the Underlying Documents with respect to the Agency Servicing Agreements; (iii) all Liabilities arising from or related to the use of the Agency Purchased Assets, including all Liabilities arising from litigation relating to the use of the Agency Purchased Assets, from and after the First Closing Date; provided, however, that the assumption of such Liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(a); (iv) all Liabilities to reimburse, restore or repay any Custodial Account Funded Advances to the related Custodial Accounts, solely with respect to Custodial Accounts maintained by a Seller arising under the Assumed Contracts pursuant to an Agency Servicing Agreement; (other than v) all Liabilities or obligations attributable with respect to (A) any failure by the Seller lawsuits, judgments, claims or demands listed on the Sellers’ First Closing Litigation Report, dated as of the date of hereof (the “First Closing Litigation Report”), a copy of which has heretofore been delivered to comply with the terms thereof prior to the ClosingPurchaser, and (B) products liability any additional lawsuits, judgments, claims or personal injury demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic’s liens, elder abuse and stop notice claims arising prior with respect to any of the Agency Purchased Assets, but only to the extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on the First Closing Litigation Report, as determined by the mutual agreement of Purchaser and (Cthe Sellers; provided, however, that the assumption of such liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(c) intellectual property infringement claims arising prior to the Closingor Section 10.02(d); and (iiivi) product warranties and claims thereunder relating all Liabilities set forth on Schedule 2.02(a)(vi). For the avoidance of doubt, except for any Liability under Section 2.02(a)(v), Purchaser shall not assume at the First Closing, or have any obligation to the products of the Business.pay, perform or discharge, any Retained Liability.¶ (b) Notwithstanding subsection Upon the terms and subject to the conditions of this Agreement, at the Second Closing, Purchaser shall assume and shall agree to pay, perform and discharge all of the following Liabilities of the Sellers (a) abovecollectively, the “Non-Agency Assumed Liabilities”): (i) all accounts payable and other accrued or incurred expenses (other than any intracompany accounts payable) as of, and from and after, the close of business on the Second Closing Date, in each case to the extent that they relate to the Non-Agency Purchased Assets; (ii) all Liabilities related to the Servicing Rights Agreements and the related Servicing Rights, the Non-Agency Servicing Agreements and the related Servicing Rights, the remaining Underlying Documents, the Subservicing Rights, the Subservicing Agreements, the Master Servicing Rights and the Master Servicing Agreements; (iii) all Liabilities arising under (A) the Assumed Contracts, (B) the Real Property Leases and (C) the Personal Property Leases and the Contracts for the Seller Licensed Intellectual Property; in each case except for any Liabilities arising from or in connection with any breaches thereof by the Sellers prior to the Second Closing; (iv) all Liabilities arising from or related to the conduct of the Business or the use of the Non-Agency Purchased Assets, including all Liabilities arising from litigation relating to the conduct of the Business or the use of the Non-Agency Purchased Assets, from and after the Second Closing Date; provided, however, that the assumption of such Liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(a); (v) all Liabilities to reimburse, restore or repay any Custodial Account Funded Advances to the related Custodial Accounts (other than the Liabilities transferred to Purchaser at the First Closing); (vi) all Liabilities to reimburse, restore or repay any Master Servicing Custodial Account Funded Advances to the related Master Servicing Custodial Accounts; (vii) all Liabilities with respect to (A) the lawsuits, judgments, claims or demands listed on the Sellers’ Second Closing Litigation Report, dated as of the date hereof (the “Second Closing Litigation Report”), a copy of which has heretofore been delivered to Purchaser, and (B) any additional lawsuits, judgments, claims or demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic’s liens, elder abuse and stop notice claims with respect to any of the Non-Agency Purchased Assets, but only to the extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on the Second Closing Litigation Report, as determined by the mutual agreement of Purchaser and the Sellers; provided, however, that the assumption of such liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(c) or Section 10.02(d); and (viii) all Liabilities set forth on Schedule 2.02(b)(viii), which is attached hereto in draft form. For the avoidance of doubt, except for any Liability under Section 2.02(b)(vii), Purchaser shall not assume at the Second Closing, or have any obligation to pay, perform or discharge, any Retained Liability.¶ (c) Notwithstanding Section 2.02(a) and Section 2.02(b), the Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility be liable for, all Liabilities of the Seller as of the Closing Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitationincluding the following: (i) all Excluded TaxesLiabilities related to any business conducted, operated or engaged in by either Seller, other than the Business; (ii) all any Liabilities relating to or arising out of the Excluded AssetsSellers arising under this Agreement or any of the Ancillary Agreements; (iii) claims except as specifically provided in Section 7.08, any Liabilities of either Seller arising under, in connection with or otherwise related to (A) any Employee Benefit Plan or other employee benefit or compensation plan, policy, program, agreement or arrangement, including any employment, retention, change in control, severance or similar agreement, (B) salaries, wages, bonuses, vacation or severance pay or other compensation, payments or benefits earned, accrued or arising prior to or in connection with the Second Closing Date or in connection with the Second Closing, (C) Title IV of ERISA, (D) any Continuing Employee with respect to any period or event occurring prior to the date on which he or she becomes an employee of Purchaser or one of its Affiliates, (E) any other former or current, active or inactive, employee, officer, agent, consultant, independent contractor or subcontractor of either Seller with respect to any period, or (F) any employment-related grievance or any claim with respect to any personal injuries sustained in connection with the employment or retention of a Person by any Seller, including workers’ compensation or disability, regardless of when such claim is made by employees or asserted, or (G) any Action arising under the WARN Act for any “employment loss” within the meaning of the WARN Act, by an employee of a Seller that occurs on or prior to the Second Closing Date, other than with respect to any Master Servicing Employee who is employed by the Sellers immediately prior to the Second Closing Date and is either (including the Transferred Employeesi) relating not offered employment by Purchaser or an Affiliate thereof pursuant to their Section 7.08(b) or (ii) does not commence employment with the SellerPurchaser or an Affiliate thereof despite such Master Servicing Employee accepting an offer of employment made pursuant to Section 7.08(b); (iv) all Inter-company Payablesany legal and accounting fees and expenses incurred by the Sellers in connection with the consummation of the Transactions, except as provided in this Agreement or the Ancillary Agreements; (v) any Tax Liabilities of the Sellers with respect to the Business for any Pre-Closing Tax Period; (vi) any Indebtedness of the Sellers; (vii) all Liabilities arising out of or obligations attributable with respect to the Excluded Assets; and (Aviii) all Liabilities of the Sellers with respect to any failure by the Seller to comply with the terms Actions of any Assumed Contract nature existing on or prior to the ClosingApplicable Closing Date that are not listed on the First Closing Litigation Report or the Second Closing Litigation Report, as applicable, or otherwise described in Section 2.02(a)(v) or Section 2.02(b)(vii). Purchaser assumes no Excluded Liability or any other Liability of the Sellers or any other Person pursuant to this Agreement other than the Assumed Liabilities. In furtherance of the foregoing and for the avoidance of doubt, the Parties hereby acknowledge and agree that Purchaser assumes no Liability of the Sellers or any Affiliate thereof, including without limitation LBB or LBHI, by virtue of completing the transactions contemplated by this Agreement or otherwise, with respect to (Bi) products liability the origination of any loans sold by or personal injury claims arising prior otherwise transferred by the Sellers directly or indirectly to the Closing and any Investor or any other Person or (Cii) intellectual property infringement claims arising prior such sale or transfer of such loans, including without limitation any Liability for any representations or warranties made with respect to the Closing; andsuch loans to any such Investor or Third Party.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Purchaser shall, from and after the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge when due, the following Liabilities of the Seller, except for US Seller to the Excluded Liabilities extent relating to the US Business or the US Purchased Assets (the “US Assumed Liabilities”): (i) all Liabilities reflected or reserved against on of the US Seller arising under the Transferred Contracts and the Transferred IP Agreements, in each case arising from facts and circumstances occurring after the Closing Statement of Net Assets (other than Tax Liabilities)Date; (ii) all Accounts Payable of the US Seller that are included in the Final Working Capital; (iii) all Liabilities for product warranty service claims relating to products of the US Business and all Product Liabilities of the Seller US Business, in each case arising under from facts and circumstances occurring after the Assumed Contracts (Closing Date, other than Liabilities or the Excluded Claims; (iv) all liabilities and obligations attributable to (A) any failure by the Seller to comply in connection with Transferred Employees for which Purchaser is responsible in accordance with the terms thereof prior provisions of Article VI, it being understood that, except as otherwise provided in Article VI, such liabilities and obligations shall be Assumed Liabilities only to the Closingextent such liabilities and obligations relate to, (B) products liability or personal injury claims arising prior and are required to be performed during, periods after the Closing Date; (v) all Liabilities in respect of any and all accrued vacation, sick leave, workers’ compensation claims and insurance claims of the Transferred Employees of the US Business; (Cvi) intellectual property infringement claims all Environmental Liabilities of the US Business, in each case arising prior to from facts and circumstances occurring on or after the Closing)Closing Date; and (iiivii) product warranties and claims thereunder all Taxes relating to the products US Purchased Assets or the US Business for, or applicable to, a Post-Closing Period and 50% of the Businessall Transfer Taxes in accordance with Section 5.10(c). (b) Notwithstanding subsection (a) aboveany other provision of this Agreement, except for the Seller shall retainUS Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have be obligated to pay, perform or otherwise discharge (and the US Seller shall retain, pay, perform and otherwise discharge without recourse to the Purchaser) any responsibility for, all Liabilities of the US Seller as of the Closing other than the Assumed Liabilities any kind, character or description whatsoever (the “US Excluded Liabilities”), including, without limitationincluding the following: (i) (A) all Excluded TaxesIndemnified Taxes and (B) except for any Taxes that are expressly the responsibility of the Purchaser or the Canadian Purchaser in Section 5.10, (I) all Taxes of the Sellers or any of their Affiliates for, or applicable to, any period, and (II) 50% of all Transfer Taxes in accordance with Section 5.10(c); (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to except for Accounts Payable of the US Seller that are included in the Final Working Capital, any indebtedness for borrowed money or guarantees thereof outstanding as of the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerDate; (iv) all Inter-company PayablesLiabilities in respect of the claims set forth in Schedule 2.02(b)(iv) (the “Excluded Claims”); (v) all Liabilities or in respect of Business Retirees and Plans; (vi) the US Seller’s obligations attributable to under this Agreement and the Ancillary Agreements; (Avii) any failure by all Liabilities of the US Seller to comply with arising under the terms of any Assumed Contract prior to Transferred Contracts and the ClosingTransferred IP Agreements, (B) products liability or personal injury claims in each case arising from facts and circumstances occurring prior to the Closing Date; (viii) all Liabilities for product warranty claims relating to products of the US Business and (C) intellectual property infringement claims all Product Liabilities of the US Business, in each case arising from facts and circumstances occurring prior to the ClosingClosing Date; provided that the Purchaser shall use its commercially reasonable efforts to cooperate with the US Seller in responding to any product warranty claims, including by causing the Business to supply replacement Gypsum Products to the relevant customer (at the cost and expense of the US Seller); and (ix) all Environmental Liabilities of the US Business, in each case arising from facts and circumstances occurring prior to the Closing Date (the “Pre-Closing Environmental Liabilities”).

Assumption and Exclusion of Liabilities. (a) Upon Apart from the terms assumption and subject agreement to perform the conditions of this Agreement, at the ClosingForestry Services as provided for in Section 2.10, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities no liability or obligation of the Seller, Sellers except for the Excluded Liabilities liabilities and obligations set forth in this Section 2.02 (the “Assumed Liabilities”):), which the Purchaser shall assume and pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed: (i) all Liabilities reflected or reserved against on of the Closing Statement of Net Assets Sellers under the Real Property Leases (other than Tax Liabilities)any that is an Excluded Contract) and licenses, the Assigned Contracts, and the Permits and Licenses, (other than any that is an Excluded Contract) in each case arising from and after the Closing Date; (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims Permitted Encumbrances arising prior to from and after the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded AssetsDate; (iii) claims arising prior all real (including transfer taxes) and personal property Taxes and assessments on the Purchased Assets that relate to the period from and after the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerDate; (iv) all Inter-company PayablesEnvironmental Liabilities of the Sellers in respect of the Owned Real Property, the Leased Real Property and any area used pursuant to the Permits and Licenses (including the Timber Tenures); (v) all Liabilities in respect of the CMSG Plan, whether arising before or obligations attributable to after the Closing Date; (Avi) any failure and all Liabilities of the Sellers relating to GRFC, any shares in the capital of GFRC and any property or other assets held by GFRC in trust for the Seller benefit of any of the Sellers (whether as an undivided interest with others or otherwise), including the GFRC Assets, that relate to comply the period from and after the Closing Date; and (vii) all other Liabilities arising in connection with the terms ownership, operation, and use of the Purchased Assets from and after the Closing Date. (b) Notwithstanding anything to the contrary in this Agreement, the parties expressly acknowledge and agree that the Purchaser shall not assume or in any manner whatsoever be liable or responsible for any liability or obligation of the Sellers, or of any predecessor or Affiliate of the Sellers, other than the Assumed Contract prior to Liabilities, the ClosingForestry Services, Cure Costs and Conveyance Taxes (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andin accordance with Section 5.16).

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Buyer shall, by executing and delivering, at the Closing, the Purchaser shall assume Assignment and shall Assumption Agreement, assume, and agree to pay, perform and discharge when due, notwithstanding anything to the following Liabilities contrary herein or in any Assigned Contract, only (i) the executory obligations under the Assigned Contracts arising with respect to matters occurring after the Closing Date and required to be performed after the Closing Date and (ii) the accounts payable described in Section 2.03(a) of the SellerDisclosure Schedule (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”): ); provided, however, that the Assumed Liabilities shall not include (i) all Liabilities reflected any Liability arising under the Assigned Contracts as a result of any pre-Closing conduct or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); condition, or (ii) all Liabilities any Liability of Exhibit 2.1 Seller with respect to any Tax for any Pre-Closing Period. Buyer shall not assume or have any responsibility for any Liability of the Seller arising under or its Affiliates other than the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the BusinessLiabilities. (b) Notwithstanding subsection (a) above, the Seller shall retain, retain and shall be solely (as with respect to the Buyer) responsible for paying, performing and discharging when duedischarging, and the Purchaser Buyer shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing and its Affiliates, including those listed below, other than the Assumed Liabilities and Liabilities of Cytori UK (the “Excluded Liabilities”), including, without limitation:): (i) all Excluded Liabilities for any accounts payable of Seller, including accounts payable in respect of the Business as of the Closing Date; (ii) all Indemnified Taxes; (iiiii) all Liabilities relating to or arising out of the Excluded Assets; (iiiiv) all Liabilities relating to or arising out of product liability, indemnity, warranty, infringement, misappropriation or similar claims arising by any Person in connection with any tangible or intangible products or services used, sold or licensed by Seller that arise out of or relate to Seller’s ownership and operation of the Purchased Assets prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Closing; Seller; (iv) all Inter-company Payables; (v) all Liabilities arising out of or obligations attributable relating to Indebtedness incurred by (Avi) any failure by the Seller to comply Liabilities with the terms of any Assumed Contract prior respect to the Closingemployment, or termination of employment, of the employees of Seller (Bwhich shall include, but not be limited to, benefit and Plan-related Liabilities, severance, accrued but unused vacation, payroll Taxes and related expenses); (vii) products liability or personal injury claims arising prior to the Closing and all Transaction Expenses; (Cviii) intellectual property infringement claims arising prior to the Closingall Liabilities of Cytori Japan; and (ix) Seller’s obligations under this Agreement.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Purchaser Acquisition Sub shall assume and shall agree to pay, perform and discharge when due the following Liabilities of the Seller, except for the Excluded Liabilities Subsidiary (the “"Assumed Liabilities”):") arising out of the conduct of the Business or relating to the Assets: (i) all Liabilities reflected or reserved against third-party accounts payable set forth on the Closing Statement of Net Assets (other than Tax Liabilities)Balance Sheet; (ii) all accrued expenses set forth on the Closing Balance Sheet; (iii) Liabilities of the Seller arising under in connection with the Assumed Contracts (other than Liabilities and Purchase Orders, but not any Liability due thereunder on or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims Date or arising out of a breach thereof on or prior to the Closing)Closing Date; and (iiiiv) product warranties and Liabilities for product-liability claims thereunder relating to Subsidiary Products that were manufactured by Subsidiary on or prior to the products Closing Date and sold by Buyer or Acquisition Sub or one of their Affiliates after the BusinessClosing Date. (b) Notwithstanding subsection (a) aboveExcept as expressly provided in Section 1.2(a), the Seller neither Acquisition Sub nor Buyer will assume any debt, liability, or obligation of Sellers and shall not become liable for any obligations or liabilities of Sellers of any nature whatsoever. Except as expressly provided in Section 1.2(a), Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser neither Acquisition Sub nor Buyer shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed following Liabilities (the “"Excluded Liabilities”), including, without limitation:"): (i) all Excluded TaxesLiabilities or obligations arising out of Sellers' ownership of the Assets or operation of the Business on or prior to the Closing Date; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising Liabilities for Taxes now or hereafter owed by any Seller relating to the operation of the Business or the ownership of the Assets on or prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerDate; (iv) all InterLiabilities for product-company Payablesliability claims relating to Subsidiary Products sold by Subsidiary or any predecessor of Subsidiary for which Sellers may be liable on or prior to the Closing Date; (v) all Liabilities related to or obligations attributable arising under any Employee Benefit Plan or any other liabilities to (A) any failure by the employees or former employees of a Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability that accrue on or personal injury claims arising prior to the Closing and Date; (Cvi) intellectual property claims for patent infringement claims to the extent arising from, related to or in connection with Subsidiary Products manufactured, used or sold prior to the ClosingClosing Date; (vii) any Liability or expense with respect to any Litigation with respect to the Business or Assets relating to claims arising before or after the Closing Date to the extent related to the operation of the Business or the ownership of the Assets on or prior to the Closing Date, including without limitation, the Litigation described in Section 4.9 of Sellers Disclosure Schedule; (viii) damages, losses, expenses related to, arising from, or in connection with any investigation, proceeding, examination, action or request initiated by a regulatory or other governmental authority to the extent related to the conduct of the Business or the ownership of the Assets on or prior to the Closing Date, whether such investigation, proceeding, examination, action or request commences or was initiated before, on or after the Closing Date; (ix) Liabilities or obligations to the extent resulting from any violation by Sellers, or any employee, director or agent of either Seller (while an employee, director or agent of either Seller), or any predecessor of Subsidiary for which Sellers may be liable, of any applicable foreign, federal, state, county, local or other governmental laws, decrees, ordinances or regulations, or any permit, license, consent, certificate, approval or authorization issued pursuant to such laws, decrees, ordinances or regulations, including, without limitation, those applicable to discrimination in employment, employment practices, wage and hour, retirement, labor relations, occupational safety, health, trade practices, environmental matters, competition, pricing, product warranties, product liability (except as provided in Section 1.2(a)(iv)), and product advertising; (x) Liabilities to the extent arising out of a breach, on or prior to the Closing Date, of any contract or agreement to which a Seller is bound, including without limitation, any Assumed Contract or Purchase Order; and (xi) Liabilities incurred by Sellers in connection with this Agreement, including, without limitation, fees and expenses of Sellers' counsel, accountants, and other experts and all other expenses incurred by Sellers incident to the negotiation, preparation and execution of this Agreement or the transactions contemplated hereby, including expenses incurred in proving or perfecting title to the Assets, Taxes (except as provided in Section 7.1), commissions and all other expenses of either Seller pertaining to the performance by it of its obligations under this Agreement.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser or one or more of its Subsidiaries shall, by executing and delivering, at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, only the following enumerated Liabilities of the Seller, except for Sellers to the Excluded Liabilities extent relating to the Business or the Purchased Assets (the “Assumed Liabilities”):) and shall not pay, perform, discharge or otherwise be responsible for or obligated to any Person in any respect for any other Liabilities of TSIC or any of its Subsidiaries or Affiliates, including any of the Excluded Liabilities set forth in Section 2.02(b) below: (i) all Liabilities reflected of the Sellers, arising under, or reserved against on relating to performance under, the Closing Statement of Net Assets (Designated Contracts not excluded under Section 2.01(b)(xi), other than Tax Liabilities)Cure Costs in respect thereof; (ii) all Liabilities for the purchase orders, invoices and commitments relating to the Inventories set forth in Section 2.02(a)(ii) of the Seller arising under Disclosure Schedule (as the Assumed Contracts (other than Liabilities or obligations attributable same may be amended from time to (Atime through and including the Closing Date) any failure that have been entered into by the Seller Sellers; provided, that, the Liabilities relating to comply with Inventories shall not include purchase orders, invoices and commitments where the terms thereof cost for materials has increased by more than 2% above the cost which has been customarily charged by the vendor in the three-month period prior to the Closingdate hereof; (iii) all Liabilities for returns, (B) credits, discounts, vendor margin agreements, “high/low” holdbacks, contingencies, chargebacks, write-offs, write-downs, and allowances relating to goods and products liability sold or personal injury claims arising prior orders accepted as of the Closing Date to the Closing and (C) intellectual property infringement claims arising prior extent related exclusively to the Closing)Business and incurred by the Sellers in the Ordinary Course of the Business; and (iiiiv) product warranties and claims thereunder relating Liabilities secured by Seller’s letters of credit with respect to the products of the Businesspurchase orders for Inventories which are Purchased Assets. (b) Notwithstanding subsection (a) above, the Seller The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all for any Liabilities of the any Seller as or any of the Closing its Affiliates of any kind or nature (other than the Assumed Liabilities), including, without limitation, the following Liabilities (the “Excluded Liabilities”), including, without limitation:): (i) all Liabilities in respect of the Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Sellerall Cure Costs; (iv) all Inter-company Payablesthe Sellers’ obligations under this Agreement and the Ancillary Agreements; (v) all obligations of the Sellers under the DIP Loan Facility; (vi) all litigation Claims against TSIC or any of its Subsidiaries or Affiliates; (vii) all intercompany Liabilities owing from any Seller to any other Seller or obligations attributable any of their respective Affiliates, (viii) all Liabilities related to any Employee Plans or any employee benefit plans, agreements or arrangements; (Aix) all Contract and other Liabilities related to any current or former employees of the Sellers; (x) any failure by costs or expenses incurred in connection with or related to the Seller to comply with administration of the terms Chapter 11 Cases, including “allowed administrative expenses” under section 503(b) of the Bankruptcy Code, and professional fees or expenses of any Assumed Contract prior to of the ClosingSellers, attorneys, accountants or other professional advisors; (Bxi) products liability any Liabilities for borrowed money of any kind or personal injury claims nature; (xii) except as set forth in Section 2.02(a), any pre-Closing litigation claim or assessment, breach of Contract, tort, infringement, violation of Law or environmental matters of any Seller or any of their Affiliates arising from any facts, events or circumstances arising on or prior to the Closing Date, in each case, of any kind or nature whatsoever and (C) intellectual property infringement claims arising prior whether related to the ClosingPurchased Assets or the Business or otherwise and regardless of when commenced; (xiii) all Environmental Liabilities; (xiv) all Product Liabilities; (xv) all Liabilities of the Sellers, arising under, or relating to performance under, the Designated Contracts excluded under Section 2.01(b)(xi); (xvi) all Liabilities of the Sellers to pay, reimburse or indemnify their respective Representatives; (xvii) any Liabilities associated with Sellers’ obligation to pay stay bonuses or key employee retention plans approved by the Bankruptcy Court; and (xviii) all Liabilities of the Sellers for all state and local ad valorem Taxes, including real property Taxes, tangible personal property Taxes and intangible personal property Taxes, occupational license Tax Claims, and state and local income Tax Claims; and (xix) the Hong Kong Note Payable.

Assumption and Exclusion of Liabilities. (a) Upon The Purchaser and the terms Canadian Purchaser, as applicable, shall assume no liability or obligation of the Sellers except the liabilities and subject to the conditions of obligations expressly set forth in this Agreement, at the ClosingSection 2.02(a) (collectively, the “Assumed Liabilities”), which the Canadian Purchaser and the Purchaser or its permitted assignee (as contemplated by Section 11.06), as the case may be, NYDOCS03/882968.12 shall assume and shall agree to pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):obligee to whom such liabilities or obligations are owed: (i) all unpaid Liabilities reflected or reserved against on of the Closing Statement of Net Assets Sellers (other than Tax Environmental Liabilities) under the Assigned Contracts for which all necessary Consents (if any) and Bankruptcy Courts’ approvals (if any) have been obtained, it being understood and agreed that any and all Determined Cure Costs in relation to such Assigned Contracts shall be paid as a portion of the Purchase Price in accordance with Section 2.04(d), and excluding all Liabilities to the extent arising out of any breach or default thereof; (ii) all unpaid Liabilities in respect of the Seller arising under the Assumed Contracts Permits (other than Environmental Liabilities and other than any that is an Excluded Contract), arising and relating solely to the period from and after the Closing and not to the extent arising out of any breach or obligations attributable to (A) any failure by the Seller to comply with the terms default thereof or other activities prior to the Closing; (a) all Conveyance Taxes described in Section 5.10(a) and 5.10(c) below; (b) unpaid Property Taxes of the Sellers between the Petition Date to immediately prior to Closing, but solely to the extent (1) such Property Taxes relate to the Purchased Assets, (2) such Property Taxes constitute Allowed Administrative Claims against the Sellers, (3) the Sellers have continued to pay such Property Taxes in the ordinary course of business prior to Closing, as such Property Taxes have become duly payable (subject to the Seller's right to contest such Taxes in good faith in proper proceedings and for which adequate reserves have been established in accordance with GAAP), and (4) such Property Taxes do not exceed the amount set forth for Property Taxes in Section 2.02(a)(iii) of the Sellers’ Disclosure Schedule in the aggregate; (c) unpaid Taxes for Pre-Closing Periods for which Liens have been imposed on the Purchased Assets, but solely to the extent such Liens would rank senior in priority to any obligations owed under the DIP Facility; (d) unpaid Income Taxes of the Sellers between the Petition Date to immediately prior to Closing (without giving effect to the transactions contemplated hereby), but solely to the extent such Income Taxes (1) relate to the Purchased Assets, (2) constitute Allowed Administrative Claims against the Sellers, and (3) do not exceed the amount set forth for Income Taxes in Section 2.02(a)(iii) of the Sellers’ Disclosure Schedule in the aggregate; and (e) any unpaid trust-fund Taxes that constitute Allowed Administrative Claims accrued since the Petition Date for which any Person that is an officer, employee, director, trustee, or other Person acting in a similar position or capacity for Sellers for which such Persons are personally liable, but solely to the extent that the Sellers are otherwise in compliance with this Agreement; (iv) without duplication of any other subsection contained in this Section 2.02(a), the Assumed Payables; (v) the Canadian Trade Payables; (vi) any unpaid Liability or obligation of Milacron Canada that ranks senior in priority to the obligations of Milacron Canada under the Senior Secured Notes Indenture, but only to the extent such Liability or obligation has been incurred prior to the NYDOCS03/882968.12 date Milacron Canada has received all required court approvals to perform its obligations under this Agreement; (vii) all unpaid Liabilities arising out of the Sellers’ workers’ compensation program that covers workers’ compensation claims arising in the State of Ohio (the “Ohio Workers’ Compensation Program”) and the Sellers’ workers’ compensation insurance policies listed in Section 2.02(a)(vii) of the Sellers’ Disclosure Schedule (the “Other Workers’ Compensation Policies”), irrespective of whether claims are made prior to or after the Closing; provided that the assumption of any such Liabilities incurred prior to the Closing shall be contingent upon the following: (A) with respect to claims arising under the Ohio Workers’ Compensation Program, the Purchaser obtaining all necessary approvals, consents and waivers from the Ohio Bureau of Workers’ Compensation (the “BWC”) and any other relevant regulatory agency to become the successor to the Ohio Workers’ Compensation Program, including with respect to the transfer to the Purchaser of any letters of credit or other assets related to the Ohio Workers’ Compensation Program and the ability of the Purchaser to obtain the Sellers’ status as a self-insured employer for purposes of the worker’s compensation laws of the State of Ohio, (B) products liability either the assignment and transfer of the Sellers’ excess insurance policy related to the Ohio Workers’ Compensation Program to the Purchaser or personal injury the Purchaser obtaining a comparable excess workers’ compensation insurance policy with respect to both the amount of coverage obtained and the price of such coverage, (C) with respect to claims arising under the Other Workers’ Compensation Policies, the Purchaser obtaining all necessary approvals, consents and waivers from any third party to transfer to the Purchaser the benefit of any letters of credit or other assets associated with the Other Workers’ Compensation Policies, and (D) the Purchaser making the independent determination, and giving the Sellers notice of such determination, that the projected Liabilities associated with any claims made prior to the Closing under the Ohio Workers’ Compensation Program are materially less than $1.4 million and (C) intellectual property infringement the projected Liabilities associated with any claims arising made prior to the Closing); andClosing under the Other Workers’ Compensation Policies are materially less than $3.4 million; (iiiviii) product warranties all unpaid Liabilities for Allowed Claims under Section 503 (b)(9) of the Bankruptcy Code, which Liabilities shall not exceed the amount of such Allowed Claims set forth on the Pre-Closing Budget; (ix) all unpaid Liabilities arising in connection with Allowed Claims for “success fees” payable by the Sellers to Sellers’ Restructuring Adviser and claims thereunder relating Sellers’ Financial Adviser upon consummation of the Transactions in accordance with their respective retention agreements with the Sellers, which Liabilities shall not exceed the amount of such Allowed Claims set forth in the Pre-Closing Budget; (x) all Liabilities for Allowed Claims for accrued but unpaid fees and expenses of the Sellers’ professionals and Creditors’ Committee’s professionals (including unbilled and billed but unpaid fees and expenses) for services rendered and expenses incurred through the Closing Date (including the 15% holdback of such fees and expenses), which Liabilities shall not exceed the amount of such Allowed Claims set forth in the Pre-Closing Budget; and NYDOCS03/882968.12 (xi) all unpaid Liabilities set forth in Section 2.02(a)(xi) of the Sellers’ Disclosure Schedule. The Purchaser, at its sole and absolute discretion, shall be allowed to amend or supplement Section 2.02(a)(xi) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009. In the event that the Sellers do not receive any Qualified Bids (as defined in the Bid Procedures) (other than the Stalking Horse Bid (as defined in the Bid Procedures)) on or before the Initial Bid Deadline (as defined in the Bid Procedures), or the Purchaser becomes the Successful Bidder at the Auction, the Sellers shall permit the Purchaser to lead all negotiations associated with the determination of any Assumed Liabilities that constitute Claims against the Debtors, including the resolution or settlement thereof, and to the products of extent requested by the BusinessPurchaser, the Sellers shall assist the Purchaser in good faith in connection therewith, including Filing or supporting any objections, determination proceedings, objections or reply brief(s) Filed or requested to be Filed by the Purchaser in respect thereof. (b) Notwithstanding subsection (a) aboveanything to the contrary in this Agreement, the Seller parties expressly acknowledge and agree that neither the Purchaser nor the Canadian Purchaser shall retain, and shall assume or in any manner whatsoever be liable or responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as any of the Sellers, or of any predecessor or Affiliate of any of the Sellers, existing on the Closing Date or arising thereafter as a result of any act, omission or circumstance taking place prior to the Closing, other than the Assumed Liabilities. The Liabilities (not specifically assumed by the Purchaser pursuant to Section 2.02(a) shall be referred to herein collectively as the “Excluded Liabilities”). Without limiting the foregoing, the Purchaser and/or the Canadian Purchaser shall not be obligated to assume, and do not assume, and hereby disclaim all of the Excluded Liabilities, including, without limitation, all of the following Liabilities, of any of the Sellers or their Subsidiaries, or of any predecessor or Affiliate of any of the Sellers: (i) all Excluded Taxes, except to the extent contemplated by Section 2.02(a)(iii); (ii) all any Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees all payables or expenses (accrued or otherwise) of the Seller (including Sellers or their Subsidiaries other than the Transferred Employees) relating to their employment with the SellerAssumed Payables; (iv) all Inter-company Payablesany Environmental Liabilities; (v) the Sellers’ obligations under this Agreement and the Ancillary Agreements and any fees or expenses incurred by any of the Sellers in connection with the negotiation, preparation, approval or execution of this Agreement or the Ancillary Agreements or the sale of the Purchased Assets pursuant hereto, including, without limitation, the fees and expenses of counsel, independent auditors, brokers, bankers, investment bankers and other advisors or consultants and any success (or similar fees) arising in connection therewith; (vi) any Liabilities arising as a result of any Action initiated at any time, to the extent related to the Business or the Purchased Assets on or prior to the NYDOCS03/882968.12 Closing Date, including any shareholder Actions, or Actions in tort or for breach of contract and any Liabilities arising in connection with the Actions set forth in Section 2.02(b)(vi) of the Sellers’ Disclosure Schedule; (vii) except to the extent specifically provided in Article VI, any and all Liabilities arising out of, relating to or obligations attributable with respect to (Ai) the employment or performance of services, or termination of employment or services by the Sellers or any of their Affiliates of any individual on or before the Closing Date, (ii) each of the Employee Plans subject to Title IV of ERISA, all other Employee Plans and any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by any Seller or any Affiliate of any Seller, or with respect to which any Seller or any Affiliate of any Seller has any Liability or otherwise, including, without limitation, any Liabilities under Section 4006(a)(7) of ERISA, or (iii) except to the extent otherwise specifically provided in Section 2.02(a)(vii) above, workers’ compensation claims against any Seller or any of the Sellers’ Subsidiaries that relate to the period ending on the Closing Date, irrespective of whether such claims are made prior to or after the Closing; (viii) any failure Liability relating to the employment or termination of employment of any Person arising from or related to the operation of the Business prior to Closing (including but not limited to, any severance or stay or incentive bonuses) not expressly assumed by the Seller Purchaser under Article VI; (ix) any Liabilities with respect to comply with the terms Sellers’ Expenses, other than as contemplated by the Pre-Closing Budget; (x) subject to Section 2.02(a), any Liabilities arising from the ownership and operation of any Assumed Contract the Business prior to the Closing, including, without limitation, all Liabilities in respect of Indebtedness that relate to the period prior to the Closing; (Bxi) products any Liabilities arising from the operation of any successor liability Laws, including, without limitation, “bulk sales” statutes, to the extent that non-compliance therewith or personal injury the failure to obtain necessary clearances would subject the Purchaser or the Purchased Assets to the claims of any creditors of any of the Sellers, or would subject any of the Purchased Assets to any Liens or other restrictions (except for Permitted Encumbrances); (xii) any Liabilities arising from any violation or violations of an applicable Law or Order prior to the Closing and by any of the Sellers; (Cxiii) intellectual property infringement claims arising except as otherwise set forth herein, any Liability with respect to outstanding checks or other instruments issued by the Sellers; (xiv) any Liability with respect to Leased Real Property that relates to the period prior to the Closing; NYDOCS03/882968.12 (xv) any Canadian Court-Ordered Charges; and (xvi) all Liabilities set forth in Section 2.02(b)(xvi) of the Sellers’ Disclosure Schedule. The Purchaser, at its sole and absolute discretion, shall be allowed to amend or supplement Section 2.02(b)(xvi) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009. (c) Nothing contained in this Agreement shall require the Purchaser to pay or discharge any Assumed Liabilities (i) prior to such Assumed Liabilities becoming due and payable in accordance with the underlying terms of any Contracts giving rise to or governing such Assumed Liabilities or (ii) so long as the Purchaser shall in good faith contest the amount or the validity thereof.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser Rule 58 Company shall, and Allegheny and Supply shall assume and shall agree to cause Rule 58 Company to, assume, pay, perform and discharge (when due and payable) the following Liabilities of the Seller, except for the Excluded Liabilities MLCS (the “Assumed Liabilities”"ASSUMED LIABILITIES"): (i) all Liabilities reflected or reserved against on arising after the Closing Statement Date out of Net Assets the obligations to perform (other than Tax Liabilities)in accordance with their terms) under the Transferred Contracts including all accounts payable related thereto; (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior Transferred Employees to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing)extent provided in Article VI; and (iii) product warranties all Liabilities (other than those set forth in clauses (i) and claims thereunder (ii) above) relating to the products Purchased Assets that arise as a result of (x) (I) the conduct of the BusinessPurchasers on or after the Closing date, (II) the status as owner, lessee, licensee, sublessee, sublicensee, or holder of any right that is part of, the Purchased Assets after the Closing Date, or (III) Purchasers' membership on any facility set forth on Section 2.01(a)(vii) after the Closing Date, or (y) a factual predicate for a claim or a cause of action that comes into existence on or after the Closing Date. (b) Notwithstanding subsection (a) above, the Seller MLCS shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser Rule 58 Company shall not assume or have any responsibility for, those certain Liabilities set forth in clauses (v) and (vi) below and all Liabilities of the Seller as of the Closing MLCS other than the Assumed Liabilities (the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation: (i) all Excluded TaxesTaxes now or hereafter owed by MLCS or any Affiliate of MLCS, or attributable to the Purchased Assets or the Business, relating to any period, or any portion of any period, ending on or before the day prior to the Closing Date; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior all Liabilities to the Closing made by employees and former employees of MLCS or any Affiliate of MLCS not assumed by the Seller (including the Transferred Employees) relating Purchasers pursuant to their employment with the SellerArticle VI; (iv) all Inter-company PayablesLiabilities arising out of or relating to the Transferred Contracts other than the obligation to perform (after the Closing Date) such agreements in accordance with their terms; (v) all Liabilities or obligations attributable related to (A) any failure a Governmental Order issued after the Closing Date that relates to megawatt hours sold by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising Business prior to the Closing and Date; (Cvi) intellectual property infringement claims arising all Liabilities related to any Action brought after the Closing Date that relates to megawatt hours sold by the Business prior to the ClosingClosing Date; and (vii) all Liabilities arising out of or relating to the conduct of the Business prior to the Closing Date (except to the extent assumed pursuant to Section 2.02(a)(ii)), including, without limitation, any Liability arising out of (x) any failure to properly record in the books and records of the Sellers, the liability associated with any Transferred Contract (in accordance with the customary business practices of Sellers) and (y) any failure to properly maintain the books and accounts of the Business.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, the Purchaser or one or more of its Subsidiaries shall, by executing and delivering, at the Closing, the Purchaser shall assume Assumption Agreement, assume, and shall agree to pay, perform and discharge when due, only the following enumerated Liabilities of the SellerSellers to the extent relating to the Business or the Purchased Assets (the "Assumed Liabilities") and shall not pay, except perform, discharge or otherwise be responsible for or obligated to any Person in any respect for any other Liabilities of TSIC or any of its Subsidiaries or Affiliates, including any of the Excluded Liabilities (the “Assumed Liabilities”):set forth in Section 2.02(b) below: (i) all Liabilities reflected of the Sellers, arising under, or reserved against on relating to performance under, the Closing Statement of Net Assets (Designated Contracts not excluded under Section 2.01(b)(xi), other than Tax Liabilities)Cure Costs in respect thereof; (ii) all Liabilities for the purchase orders, invoices and commitments relating to the Inventories set forth in Section 2.02(a)(ii) of the Seller arising under Disclosure Schedule (as the Assumed Contracts (other than Liabilities or obligations attributable same may be amended from time to (Atime through and including the Closing Date) any failure that have been entered into by the Seller Sellers; provided, that, the Liabilities relating to comply with Inventories shall not include purchase orders, invoices and commitments where the terms thereof cost for materials has increased by more than 2% above the cost which has been customarily charged by the vendor in the three-month period prior to the Closingdate hereof; (iii) all Liabilities for returns, (B) credits, discounts, vendor margin agreements, "high/low" holdbacks, contingencies, chargebacks, write-offs, write-downs, and allowances relating to goods and products liability sold or personal injury claims arising prior orders accepted as of the Closing Date to the Closing and (C) intellectual property infringement claims arising prior extent related exclusively to the Closing)Business and incurred by the Sellers in the Ordinary Course of the Business; and (iiiiv) product warranties and claims thereunder relating Liabilities secured by Seller's letters of credit with respect to the products of the Businesspurchase orders for Inventories which are Purchased Assets. (b) Notwithstanding subsection (a) above, the Seller The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all for any Liabilities of the any Seller as or any of the Closing its Affiliates of any kind or nature (other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation:, the following Liabilities (the "Excluded Liabilities"): (i) all Liabilities in respect of the Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Sellerall Cure Costs; (iv) all Inter-company Payablesthe Sellers' obligations under this Agreement and the Ancillary Agreements; (v) all obligations of the Sellers under the DIP Loan Facility; (vi) all litigation Claims against TSIC or any of its Subsidiaries or Affiliates; (vii) all intercompany Liabilities owing from any Seller to any other Seller or obligations attributable any of their respective Affiliates, (viii) all Liabilities related to any Employee Plans or any employee benefit plans, agreements or arrangements; (Aix) all Contract and other Liabilities related to any current or former employees of the Sellers; (x) any failure by costs or expenses incurred in connection with or related to the Seller to comply with administration of the terms Chapter 11 Cases, including "allowed administrative expenses" under section 503(b) of the Bankruptcy Code, and professional fees or expenses of any Assumed Contract prior to of the ClosingSellers, attorneys, accountants or other professional advisors; (Bxi) products liability any Liabilities for borrowed money of any kind or personal injury claims nature; (xii) except as set forth in Section 2.02(a), any pre-Closing litigation claim or assessment, breach of Contract, tort, infringement, violation of Law or environmental matters of any Seller or any of their Affiliates arising from any facts, events or circumstances arising on or prior to the Closing Date, in each case, of any kind or nature whatsoever and (C) intellectual property infringement claims arising prior whether related to the ClosingPurchased Assets or the Business or otherwise and regardless of when commenced; (xiii) all Environmental Liabilities; (xiv) all Product Liabilities; (xv) all Liabilities of the Sellers, arising under, or relating to performance under, the Designated Contracts excluded under Section 2.01(b)(xi); (xvi) all Liabilities of the Sellers to pay, reimburse or indemnify their respective Representatives; (xvii) any Liabilities associated with Sellers' obligation to pay stay bonuses or key employee retention plans approved by the Bankruptcy Court; and (xviii) all Liabilities of the Sellers for all state and local ad valorem Taxes, including real property Taxes, tangible personal property Taxes and intangible personal property Taxes, occupational license Tax Claims, and state and local income Tax Claims; and (xix) the Hong Kong Note Payable.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall shall, on the Closing Date, assume and shall agree to pay, perform and discharge when due the following Liabilities of the Seller, except for the Excluded Liabilities Century WV (the “Assumed Liabilities”"ASSUMED LIABILITIES"): (i) all Liabilities reflected relating to or reserved against arising from the operation of the Rolling Business on or after the Closing Statement of Net Assets (other than Tax Liabilities)Date, except as otherwise provided in Article VI with respect to employee benefit matters; (ii) subject to clause (iii) below, all Liabilities relating to or arising from the ownership or use of the Seller arising under the Assumed Contracts (other than Liabilities Rolling Assets on or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to after the Closing Date, including, without limitation, all Liabilities under all claims, suits, actions, contracts, licenses, sublicenses, agreements, leases, commitments, and (C) intellectual property infringement claims arising prior to the Closing); andsales and purchase orders, and under all commitments, bids and offers; (iii) product warranties all Liabilities relating to or arising out of Actions brought against the Rolling Business associated with employment actions, omissions or events, including, without limitation, employment discrimination claims and claims thereunder for workplace related injuries by employees which occurred or were incurred or accrued on or before the Closing Date; provided that no such Liabilities (other than workers' compensation claims) shall be assumed to the extent they (together with all Liabilities relating to or arising out of Actions (other than workers' compensation claims) brought against Century CP associated with employment actions, omissions or events which were incurred or accrued on or before the products Closing Date) exceed $600,000, individually or in the aggregate; (iv) all Liabilities relating to or arising from the matters set forth in Section 3.16(a) of the Business.Disclosure Schedule (other than the Excluded Liabilities as set forth in Section 2.02(b)(vi)); (v) subject to Section 2.02(a)(iii), all Liabilities relating to or arising out of Actions brought against the Rolling Business before, on or after the Closing Date; and (b) Notwithstanding subsection (a) above, the Seller Century WV shall retain, and shall be responsible for paying, performing and discharging when dueretain responsibility for, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller Century WV as of the Closing Date other than the Assumed Liabilities (the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation: (i) except to the extent accrued on the Closing Balance Sheet in respect of the Rolling Business, all Excluded TaxesTaxes now or hereafter owed by the Sellers or any Affiliate of the Sellers, or attributable to the Rolling Assets or the Rolling Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date (as provided in Section 7.01); (ii) except as otherwise provided in Article VI, any Liabilities for benefits, or under any of the Rolling Business' Plans; (iii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company PayablesLiabilities relating to or arising out of Actions brought against the Rolling Business (other than workers' compensation claims) associated with employment actions, omissions or events, including, without limitation, employment discrimination claims, and claims for workplace related injuries by employees which occurred or were incurred or accrued on or before the Closing Date, but only to the extent such Liabilities (together with all Liabilities relating to or arising out of Actions (other than workers' compensation claims) brought against Century CP associated with employment actions, omissions or events which were incurred or accrued on or before the Closing Date), individually or in the aggregate, exceed $600,000; (v) all Liabilities in the nature of product liability claims relating to or obligations attributable to arising out of allegations of personal injury or property damage suffered by any third party (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability on or personal injury claims arising prior to the Closing and Date or (B) attributable to products sold or shipped, or Inventory purchased or manufactured, in each case in respect of the conduct of the Rolling Business on or prior to the Closing Date; (vi) all Liabilities under Environmental Laws relating to or arising out of (A) Hazardous Material transported from the Ravenswood Real Property pre-Closing; (B) any off-site migration of Hazardous Material resulting from any pre-Closing off-site disposal or Release of such Hazardous Material; (C) intellectual property infringement claims arising prior to any off-site migration of Hazardous Material from the ClosingRavenswood Real Property resulting from any pre-Closing disposal or Release at the Ravenswood Real Property, except (I) in respect of matters set forth in Section 3.16(a) of the Disclosure Schedule, if the Purchaser's actions or inactions are the cause of such off-site migration or (II) in respect of any other pre-Closing disposal or Release at the Ravenswood Real Property, if the Purchaser's negligence is the cause of such off-site migration; andand (D) any on-site PCB contamination existing or occurring on

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, at Purchaser shall, on the ClosingClosing Date, the Purchaser shall assume and shall agree to pay, perform honor and discharge the following Liabilities when due all of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”): following: (i) all Liabilities accounts payables reflected or reserved against on in the Closing Statement of Net Assets (other than Tax Liabilities); Balance Sheet including accounts payable reflected in the Closing Balance Sheet related to reagent rental agreements and (ii) all Liabilities accounts payables outstanding as of the Seller arising under Closing Date and incurred in the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to Ordinary Course of Business since the Closing Balance Sheet and included in the Closing Working Capital Amount (C) intellectual property infringement claims arising prior to the Closing"Assumed Liabilities"); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of Seller or the Seller as of the Closing Business other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation: (i) all Excluded TaxesTaxes now or hereafter owed by Seller or any Affiliate of Seller, or attributable to the Assets or the Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date (as provided in Section 7.01). Purchaser shall pay when due all Taxes attributable to the Assets or the Business relating to any period or any portion of any period ending after the Closing Date (as provided in Section 7.01); (ii) all Liabilities relating and obligations with respect to litigation commenced before or arising out of related to acts, events or omissions occurring prior to the Excluded AssetsClosing Date; (iii) claims arising prior to tortious or negligent acts committed before the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the SellerDate; (iv) all Inter-company PayablesLiabilities of the Seller arising out of the ownership, use and operation of the Business prior to the Closing Date (such as, but not limited to, warranty claims); (v) all employee Liabilities or obligations attributable to arising before the Closing Date; (Avi) Liabilities, other than those reimburseable in connection with the Transition Services Agreement, arising out of any failure employee benefit plan maintained by the Seller, or with respect to which Seller is obligated to comply with the terms of any Assumed Contract prior to the Closingcontribute, (B) products liability including, but not limited to, those plans and arrangements disclosed or personal injury claims required to be disclosed in Section 3.19 of the Disclosure Schedule), arising after the Closing Date for acts, events or omissions on or prior to the Closing Date; (vii) Liabilities arising under the Worker Adjustment and Retraining Notification Act or other equivalent state or local laws; (Cviii) intellectual property infringement claims Liabilities arising under any reagent rental agreement not within the Assumed Liabilities; (ix) to the fullest extent permitted by Law, Environmental Liabilities associated with Environmental Conditions occurring prior to the ClosingClosing Date; (x) Liabilities arising from or related to Seller's participation in the Medicare program, the Medicaid program or any other federal or state healthcare program, including without limitation any liabilities for overpayments or the submission of false or fraudulent claims; and (xi) Any other debts, obligations or liabilities of Seller which arise from or relate to any incident or circumstance occurring prior to the Closing Date, including, without limitation, any liability under federal or state antikickback laws, or under federal or state physician anti-referral laws, whether known or unknown, fixed, contingent or otherwise, which are not expressly assumed by Purchaser hereunder.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume shall, on the Closing Date, assume, and shall agree to pay, perform and discharge the following Liabilities when due, any and all of the Sellerdebts, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities liabilities and obligations of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by Affiliates of the Seller to comply with the terms thereof prior to the Closing(whether fixed or contingent, (B) products liability matured or personal injury claims unmatured, arising by Law or by contract or otherwise, on or prior to the Closing and Date or thereafter) (Cthe "ASSUMED LIABILITIES") intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products Business or the Assets, other than the excluded liabilities set forth in Section 2.03(b) below (the "EXCLUDED LIABILITIES"). The Assumed Liabilities include, but are not limited to, the liabilities of the Seller or Affiliates of the Seller as at the Closing Date arising out of the Business, including liabilities assumed by the Purchaser pursuant to Article VI and liabilities in respect of the unpaid but accrued vacation and sick leave claims of the Transferred Employees as reflected on the Closing Balance Sheet. (b) Notwithstanding subsection (a) above, the The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities the following liabilities of Seller, the Seller as Subsidiaries or any of the Closing other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationtheir Affiliates: (i) all Excluded Taxes now or hereafter owed by the Seller or any Affiliate of the Seller or any other party for which the Subsidiaries could be liable for Taxes, or attributable to the Assets, relating to any period, or any portion of any period, ending on or prior to the Closing Date; (ii) all Liabilities liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to any Indebtedness, other than the Closing made by employees capital lease described in Section 2.03(b)(iii) of the Seller (including the Transferred Employees) relating to their employment with the SellerDisclosure Schedule; (iv) all Inter-company Payablesany liabilities of the Seller or Affiliates of the Seller as at the Closing Date in respect of workers' compensation claims of the Transferred Employees; (v) all Liabilities debts and obligations of the Seller and Affiliates of the Seller not related to or obligations attributable to arising out of the conduct of the Business; (Avi) any failure liabilities of the Seller or Affiliates of Seller under this Agreement or the Ancillary Agreements; (vii) except as expressly provided in Section 2.03(a) and Article VI, any liability with respect to any employee benefit plan, provision, program or arrangement sponsored, maintained or contributed to by the Seller to comply with the terms or any "ERISA AFFILIATE" thereof. For purposes of this Agreement, "ERISA Affiliate" means any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andmember of a controlled

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreement, the Purchaser shall, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge when due only the following and no other Liabilities of the Seller, except for Seller as at the Excluded Liabilities Closing Date (the “"Assumed Liabilities”"): (i) all Liabilities reflected obligations, claims and liabilities arising out of or reserved against on relating to performance from and after the Closing Statement Date under the contracts, licenses, sublicenses, agreements, commitments and leases listed in Sections 1.01(a)(xiii) and 1.01(a)(xiv) of Net Assets (other than Tax Liabilities);the Disclosure Schedule; and (ii) all Liabilities arising out of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply incurred in connection with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to Assets from and after the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the BusinessDate. (b) Notwithstanding subsection (aThe Assumed Liabilities in Section 1.02(a) above, shall constitute the only Liabilities assumed by the Company or the Purchaser as a result of the purchase of the Component Business. The Seller shall retain, and shall be responsible for paying, performing and discharging when duedischarging, and neither the Company nor the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation: (i) all Excluded Taxes (excluding Conveyance Taxes, which shall be governed by Section 4.13) now or hereafter owed by the Seller or any Affiliate of the Seller, or attributable to the Assets or the Component Business, relating to any period, or any portion of any period, ending on or prior to the Closing Date; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims all Liabilities, except the Assumed Liabilities, relating to or arising out of the conduct of the Component Business prior to the Closing made by employees of the Seller (Closing, including the Transferred Employees) relating but not limited to their employment any and all Liabilities associated with the Seller;any Plans; and (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior deferred revenue relating to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andInternet Service Business.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge the following Liabilities of the Seller, except for the Excluded Liabilities (the “"Assumed Liabilities”"): (i) all Liabilities reflected or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); (ii) all Liabilities of the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the Business. (b) Notwithstanding subsection (a) above, the Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation: (i) all Excluded Taxes; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Seller; (iv) all Inter-company Payables; (v) all Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; and

Assumption and Exclusion of Liabilities. (a) Upon The Purchaser and the terms Canadian Purchaser, as applicable, shall assume no liability or obligation of the Sellers except the liabilities and subject to the conditions of obligations expressly set forth in this Agreement, at the ClosingSection 2.02(a) (collectively, the “Assumed Liabilities”), which the Canadian Purchaser and the Purchaser or its permitted assignee (as contemplated by Section 11.06), as the case may be, shall assume and shall agree to pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the following Liabilities of the Seller, except for the Excluded Liabilities (the “Assumed Liabilities”):obligee to whom such liabilities or obligations are owed: (i) all unpaid Liabilities reflected or reserved against on of the Closing Statement of Net Assets Sellers (other than Tax Environmental Liabilities) under the Assigned Contracts for which all necessary Consents (if any) and Bankruptcy Courts’ approvals (if any) have been obtained, it being understood and agreed that any and all Determined Cure Costs in relation to such Assigned Contracts shall be paid as a portion of the Purchase Price in accordance with Section 2.04(d);, and excluding all Liabilities to the extent arising out of any breach or default thereof;‌ (ii) all unpaid Liabilities in respect of the Seller arising under the Assumed Contracts Permits (other than Environmental Liabilities and other than any that is an Excluded Contract), arising and relating solely to the period from and after the Closing and not to the extent arising out of any breach or obligations attributable to (A) any failure by the Seller to comply with the terms default thereof or other activities prior to the Closing; (iii) (a) all Conveyance Taxes described in Section 5.10(a) and 5.10(c) below; (b) unpaid Property Taxes of the Sellers between the Petition Date to immediately prior to Closing, but solely to the extent (1) such Property Taxes relate to the Purchased Assets, (2) such Property Taxes constitute Allowed Administrative Claims against the Sellers, (3) the Sellers have continued to pay such Property Taxes in the ordinary course of business prior to Closing, as such Property Taxes have become duly payable (subject to the Seller's right to contest such Taxes in good faith in proper proceedings and for which adequate reserves have been established in accordance with GAAP), and (4) such Property Taxes do not exceed the amount set forth for Property Taxes in Section 2.02(a)(iii) of the Sellers’ Disclosure Schedule in the aggregate; (c) unpaid Taxes for Pre-Closing Periods for which Liens have been imposed on the Purchased Assets, but solely to the extent such Liens would rank senior in priority to any obligations owed under the DIP Facility; (d) unpaid Income Taxes of the Sellers between the Petition Date to immediately prior to Closing (without giving effect to the transactions contemplated hereby), but solely to the extent such Income Taxes (1) relate to the Purchased Assets, (2) constitute Allowed Administrative Claims against the Sellers, and (3) do not exceed the amount set forth for Income Taxes in Section 2.02(a)(iii) of the Sellers’ Disclosure Schedule in the aggregate; and (e) any unpaid trust-fund Taxes that constitute Allowed Administrative Claims accrued since the Petition Date for which any Person that is an officer, employee, director, trustee, or other Person acting in a similar position or capacity for Sellers for which such Persons are personally liable, but solely to the extent that the Sellers are otherwise in compliance with this Agreement; (iv) without duplication of any other subsection contained in this Section 2.02(a), the Assumed Payables; (v) the Canadian Trade Payables; (vi) any unpaid Liability or obligation of Milacron Canada that ranks senior in priority to the obligations of Milacron Canada under the Senior Secured Notes Indenture, but only to the extent such Liability or obligation has been incurred prior to the date Milacron Canada has received all required court approvals to perform its obligations under this Agreement; (vii) all unpaid Liabilities arising out of the Sellers’ workers’ compensation program that covers workers’ compensation claims arising in the State of Ohio (the “Ohio Workers’ Compensation Program”) and the Sellers’ workers’ compensation insurance policies listed in Section 2.02(a)(vii) of the Sellers’ Disclosure Schedule (the “Other Workers’ Compensation Policies”), irrespective of whether claims are made prior to or after the Closing; provided that the assumption of any such Liabilities incurred prior to the Closing shall be contingent upon the following: (A) with respect to claims arising under the Ohio Workers’ Compensation Program, the Purchaser obtaining all necessary approvals, consents and waivers from the Ohio Bureau of Workers’ Compensation (the “BWC”) and any other relevant regulatory agency to become the successor to the Ohio Workers’ Compensation Program, including with respect to the transfer to the Purchaser of any letters of credit or other assets related to the Ohio Workers’ Compensation Program and the ability of the Purchaser to obtain the Sellers’ status as a self-insured employer for purposes of the worker’s compensation laws of the State of Ohio, (B) products liability either the assignment and transfer of the Sellers’ excess insurance policy related to the Ohio Workers’ Compensation Program to the Purchaser or personal injury the Purchaser obtaining a comparable excess workers’ compensation insurance policy with respect to both the amount of coverage obtained and the price of such coverage, (C) with respect to claims arising under the Other Workers’ Compensation Policies, the Purchaser obtaining all necessary approvals, consents and waivers from any third party to transfer to the Purchaser the benefit of any letters of credit or other assets associated with the Other Workers’ Compensation Policies, and (D) the Purchaser making the independent determination, and giving the Sellers notice of such determination, that the projected Liabilities associated with any claims made prior to the Closing under the Ohio Workers’ Compensation Program are materially less than $1.4 million and (C) intellectual property infringement the projected Liabilities associated with any claims arising made prior to the ClosingClosing under the Other Workers’ Compensation Policies are materially less than $3.4 million; (viii) all unpaid Liabilities for Allowed Claims under Section 503 (b)(9) of the Bankruptcy Code, which Liabilities shall not exceed the amount of such Allowed Claims set forth on the Pre-Closing Budget; (ix) all unpaid Liabilities arising in connection with Allowed Claims for “success fees” payable by the Sellers to Sellers’ Restructuring Adviser and Sellers’ Financial Adviser upon consummation of the Transactions in accordance with their respective retention agreements with the Sellers, which Liabilities shall not exceed the amount of such Allowed Claims set forth in the Pre-Closing Budget; (x) all Liabilities for Allowed Claims for accrued but unpaid fees and expenses of the Sellers’ professionals and Creditors’ Committee’s professionals (including unbilled and billed but unpaid fees and expenses) for services rendered and expenses incurred through the Closing Date (including the 15% holdback of such fees and expenses), which Liabilities shall not exceed the amount of such Allowed Claims set forth in the Pre-Closing Budget; and (iiixi) product warranties all unpaid Liabilities set forth in Section 2.02(a)(xi) of the Sellers’ Disclosure Schedule. The Purchaser, at its sole and claims thereunder relating absolute discretion, shall be allowed to amend or supplement Section 2.02(a)(xi) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009. In the event that the Sellers do not receive any Qualified Bids (as defined in the Bid Procedures) (other than the Stalking Horse Bid (as defined in the Bid Procedures)) on or before the Initial Bid Deadline (as defined in the Bid Procedures), or the Purchaser becomes the Successful Bidder at the Auction, the Sellers shall permit the Purchaser to lead all negotiations associated with the determination of any Assumed Liabilities that constitute Claims against the Debtors, including the resolution or settlement thereof, and to the products of extent requested by the BusinessPurchaser, the Sellers shall assist the Purchaser in good faith in connection therewith, including Filing or supporting any objections, determination proceedings, objections or reply brief(s) Filed or requested to be Filed by the Purchaser in respect thereof. (b) Notwithstanding subsection (a) aboveanything to the contrary in this Agreement, the Seller parties expressly acknowledge and agree that neither the Purchaser nor the Canadian Purchaser shall retain, and shall assume or in any manner whatsoever be liable or responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for, all Liabilities of the Seller as any of the Sellers, or of any predecessor or Affiliate of any of the Sellers, existing on the Closing Date or arising thereafter as a result of any act, omission or circumstance taking place prior to the Closing, other than the Assumed Liabilities. The Liabilities (not specifically assumed by the Purchaser pursuant to Section 2.02(a) shall be referred to herein collectively as the “Excluded Liabilities”). Without limiting the foregoing, the Purchaser and/or the Canadian Purchaser shall not be obligated to assume, and do not assume, and hereby disclaim all of the Excluded Liabilities, including, without limitation, all of the following Liabilities, of any of the Sellers or their Subsidiaries, or of any predecessor or Affiliate of any of the Sellers: (i) all Excluded Taxes;, except to the extent contemplated by Section‌ (ii) all any Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior to the Closing made by employees all payables or expenses (accrued or otherwise) of the Seller (including Sellers or their Subsidiaries other than the Transferred Employees) relating to their employment with the SellerAssumed Payables; (iv) all Inter-company Payablesany Environmental Liabilities; (v) the Sellers’ obligations under this Agreement and the Ancillary Agreements and any fees or expenses incurred by any of the Sellers in connection with the negotiation, preparation, approval or execution of this Agreement or the Ancillary Agreements or the sale of the Purchased Assets pursuant hereto, including, without limitation, the fees and expenses of counsel, independent auditors, brokers, bankers, investment bankers and other advisors or consultants and any success (or similar fees) arising in connection therewith; (vi) any Liabilities arising as a result of any Action initiated at any time, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date, including any shareholder Actions, or Actions in tort or for breach of contract and any Liabilities arising in connection with the Actions set forth in Section 2.02(b)(vi) of the Sellers’ Disclosure Schedule; (vii) except to the extent specifically provided in Article VI, any and all Liabilities arising out of, relating to or obligations attributable with respect to (Ai) the employment or performance of services, or termination of employment or services by the Sellers or any of their Affiliates of any individual on or before the Closing Date, (ii) each of the Employee Plans subject to Title IV of ERISA, all other Employee Plans and any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by any Seller or any Affiliate of any Seller, or with respect to which any Seller or any Affiliate of any Seller has any Liability or otherwise, including, without limitation, any Liabilities under Section 4006(a)(7) of ERISA, or (iii) except to the extent otherwise specifically provided in Section 2.02(a)(vii) above, workers’ compensation claims against any Seller or any of the Sellers’ Subsidiaries that relate to the period ending on the Closing Date, irrespective of whether such claims are made prior to or after the Closing; (viii) any failure Liability relating to the employment or termination of employment of any Person arising from or related to the operation of the Business prior to Closing (including but not limited to, any severance or stay or incentive bonuses) not expressly assumed by the Seller Purchaser under Article VI; (ix) any Liabilities with respect to comply with the terms Sellers’ Expenses, other than as contemplated by the Pre-Closing Budget; (x) subject to Section 2.02(a), any Liabilities arising from the ownership and operation of any Assumed Contract the Business prior to the Closing, including, without limitation, all Liabilities in respect of Indebtedness that relate to the period prior to the Closing; (Bxi) products any Liabilities arising from the operation of any successor liability Laws, including, without limitation, “bulk sales” statutes, to the extent that non- compliance therewith or personal injury the failure to obtain necessary clearances would subject the Purchaser or the Purchased Assets to the claims of any creditors of any of the Sellers, or would subject any of the Purchased Assets to any Liens or other restrictions (except for Permitted Encumbrances); (xii) any Liabilities arising from any violation or violations of an applicable Law or Order prior to the Closing and by any of the Sellers; (Cxiii) intellectual property infringement claims arising except as otherwise set forth herein, any Liability with respect to outstanding checks or other instruments issued by the Sellers; (xiv) any Liability with respect to Leased Real Property that relates to the period prior to the Closing; (xv) any Canadian Court-Ordered Charges; and (xvi) all Liabilities set forth in Section 2.02(b)(xvi) of the Sellers’ Disclosure Schedule. The Purchaser, at its sole and absolute discretion, shall be allowed to amend or supplement Section 2.02(b)(xvi) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009. (c) Nothing contained in this Agreement shall require the Purchaser to pay or discharge any Assumed Liabilities (i) prior to such Assumed Liabilities becoming due and payable in accordance with the underlying terms of any Contracts giving rise to or governing such Assumed Liabilities or (ii) so long as the Purchaser shall in good faith contest the amount or the validity thereof.

Assumption and Exclusion of Liabilities. (a) Upon In connection with its acquisition of the terms and subject to the conditions Purchased Assets, Buyer shall not assume, discharge or perform any Liabilities of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge Seller other than the following Liabilities of the Seller, except for the Excluded Liabilities specifically identified below (the “Assumed Liabilities”):"ASSUMED LIABILITIES"), all of which Buyer shall assume, discharge and perform, as appropriate, from and after the Effective Time: (i) all Liabilities reflected of the obligations of Seller under the Material Contracts and under other contracts, agreements, leases, commitments, sales and purchase orders, commitments, bids and offers included as part of the Purchased Assets (collectively, the "Transferred Contracts"); PROVIDED, that Buyer shall not assume, and does not hereby agree to pay, discharge or reserved against perform, any Damages which arise out of any breach by Seller of any such Transferred Contracts or other agreements prior to the Closing unless such breaches are otherwise disclosed on the Closing Statement of Net Assets (other than Tax Liabilities)Disclosure Schedules; (ii) all Liabilities the other accrued expenses of Seller, if any, which have been incurred in the Seller arising under the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising Ordinary Course of Business prior to the Closing Date in amounts consistent with past practice and which are reflected in the books of account of Seller (C) intellectual property infringement claims arising other than the Excluded Liabilities), including, without limitation, the obligations of Seller to receive and pay for services rendered and goods and materials for inventory which were accrued by Seller in the Ordinary Course of Business on or prior to the ClosingClosing Date and which were not rendered or delivered prior to the Closing Date, all of which are listed on Schedule 2.03; (iii) all other debts and obligations of the Business reflected on the books and records of Seller as of the Closing Date and listed on Schedule 2.03 hereto (except as noted thereon); (iv) the sales tax obligations arising in connection with the transfer of the Tangible Personal Property; and (iiiv) product warranties and claims thereunder relating to the products Liabilities for accrued vacation due employees of Seller who become employed by Buyer after the Closing. It is not the intention of Buyer or Seller that the assumption by Buyer of the BusinessAssumed Liabilities shall in any way enlarge the rights of any third parties relating thereto. Nothing contained herein shall prevent Buyer or Seller from contesting any of the Assumed Liabilities with any third party obligee. (b) Notwithstanding subsection (a) aboveBuyer shall have no Liability whatever for any Liabilities of Seller which are not specifically assumed in accordance with the provisions of this Agreement, the and Seller shall retain, and shall be responsible for paying, performing and discharging when due, (1) all other Liabilities and obligations of Seller or any of its Affiliates relating to the Purchaser shall not assume operation or have any responsibility for, conduct of the Business or ownership of the Purchased Assets prior to the Closing Date and (2) all Liabilities of the Seller as arising out of Seller's operation of its business after the Closing other than Date (collectively, the Assumed Liabilities (the “Excluded Liabilities”"EXCLUDED LIABILITIES"), including, without limitation: (i) other than the sales taxes included as part of the Assumed Liabilities pursuant to Section 2.03(a)(iv), all Excluded TaxesTaxes imposed on or with respect to income now or hereafter owed by Seller or attributable to the Business or the Purchased Assets, relating to any period, or any portion of any period, ending on or prior to the Closing Date; (ii) all Liabilities relating to or arising out of the Excluded Assets; (iii) claims arising prior all costs and expenses, including, without limitation, professional fees and expenses in excess of $60,000 incurred by Seller relating to the Closing made transactions contemplated by employees of this Agreement and the Seller (including the Transferred Employees) relating to their employment with the SellerAncillary Agreements; (iv) all Inter-company PayablesLiabilities based upon or arising out of a violation of any law, rule or regulation by Seller on or prior to the Closing Date including, without limitation, (A) any violation of any federal or state securities laws except to the extent such violations arise as a direct result of the actions or inaction of Buyer or Parent, including without limitation, in connection with the issuance of the Parent Shares and (B) all Liabilities arising out of Seller's failure to file timely any Forms 5500 or other reports required to be filed in respect of any of Seller's employee benefit plans; (v) any Damages arising out of any Claim of a third party, including, without limitation, any Liabilities arising out of (i) any violation by Seller of any rights of third parties in respect of any Intellectual Property, (ii) any violation by Seller of any other Intellectual Property rights of any third parties in connection with Seller's operation of the Business, and (iii) any express or implied representation, warranty, agreement or guarantee made by Seller, or which is imposed by operation of law, in connection with any products or goods sold by Seller or any of its Affiliates or any services performed by Seller or any of its Affiliates, including, without limitation, any claim of a third party relating to the repair or replacement of any such product or seeking recovery for tort claims, property damage, consequential Damages, loss, lost revenue or income or personal injury; (vi) all Liabilities for any advances, loans, notes or other obligations (including interest incurred on such advances, loans, notes and other obligations) owed to any Seller Member, any Affiliate of Seller or any Affiliate of any Seller Member; and (vii) except as set forth in Section 2.03(a)(v) or as provided pursuant to Section 6.02, all Liabilities for any pension, payroll, severance and other employee benefits or obligations attributable with respect to (A) any failure by the Seller to comply of Seller's employees for all periods during their employment with the terms of any Assumed Contract prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing; andSeller.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Buyer shall, by executing and delivering, at the Closing, the Purchaser shall assume Assignment and shall Assumption Agreement, assume, and agree to pay, perform and discharge when due, notwithstanding anything to the following Liabilities contrary herein or in any Assigned Contract, only (i) the executory obligations under the Assigned Contracts arising with respect to matters occurring after the Closing Date and required to be performed after the Closing Date and (ii) the accounts payable described in Section 2.03(a) of the SellerDisclosure Schedule (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”): ); provided, however, that the Assumed Liabilities shall not include (i) all Liabilities reflected any Liability arising under the Assigned Contracts as a result of any pre-Closing conduct or reserved against on the Closing Statement of Net Assets (other than Tax Liabilities); condition, or (ii) all Liabilities any Liability of the Seller arising under with respect to any Tax for any Pre-Closing Period. Buyer shall not assume or have any responsibility for any Liability of Seller or its Affiliates other than the Assumed Contracts (other than Liabilities or obligations attributable to (A) any failure by the Seller to comply with the terms thereof prior to the Closing, (B) products liability or personal injury claims arising prior to the Closing and (C) intellectual property infringement claims arising prior to the Closing); and (iii) product warranties and claims thereunder relating to the products of the BusinessLiabilities. (b) Notwithstanding subsection (a) above, the Seller shall retain, retain and shall be solely (as with respect to the Buyer) responsible for paying, performing and discharging when duedischarging, and the Purchaser Buyer shall not assume or have any responsibility for, all Liabilities of the Seller as of the Closing and its Affiliates, including those listed below, other than the Assumed Liabilities and Liabilities of Cytori UK (the “Excluded Liabilities”), including, without limitation:): (i) all Excluded Liabilities for any accounts payable of Seller, including accounts payable in respect of the Business as of the Closing Date; (ii) all Indemnified Taxes; (iiiii) all Liabilities relating to or arising out of the Excluded Assets; (iiiiv) all Liabilities relating to or arising out of product liability, indemnity, warranty, infringement, misappropriation or similar claims arising by any Person in connection with any tangible or intangible products or services used, sold or licensed by Seller that arise out of or relate to Seller’s ownership and operation of the Purchased Assets prior to the Closing made by employees of the Seller (including the Transferred Employees) relating to their employment with the Closing; Seller; (iv) all Inter-company Payables; (v) all Liabilities arising out of or obligations attributable relating to Indebtedness incurred by (Avi) any failure by the Seller to comply Liabilities with the terms of any Assumed Contract prior respect to the Closingemployment, or termination of employment, of the employees of Seller (Bwhich shall include, but not be limited to, benefit and Plan-related Liabilities, severance, accrued but unused vacation, payroll Taxes and related expenses); (vii) products liability or personal injury claims arising prior to the Closing and all Transaction Expenses; (Cviii) intellectual property infringement claims arising prior to the Closingall Liabilities of Cytori Japan; and (ix) Seller’s obligations under this Agreement.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and shall agree to pay, perform and discharge all of the following Liabilities of the SellerSellers (collectively, except for the Excluded Liabilities (the “Assumed Liabilities”): (i) all Liabilities reflected accounts payable and other accrued or reserved against on the Closing Statement of Net Assets incurred expenses (other than Tax Liabilities)any intracompany accounts payable) as of, and from and after, the close of business on the day prior to the Closing Date, in each case to the extent that they relate to the Purchased Assets; (ii) all Liabilities related to the Servicing Rights, the Servicing Rights Agreements, the Servicing Agreements, the Underlying Documents, the Subservicing Rights, the Subservicing Agreements, the Master Servicing Rights and the Master Servicing Agreements; (iii) all Liabilities arising under (A) the Assumed Contracts, (B) the Real Property Leases and (C) the Personal Property Leases and the Contracts for the Seller Licensed Intellectual Property; in each case except for any Liabilities arising from or in connection with any breaches thereof by the Sellers prior to the Closing; (iv) all Liabilities arising from or related to the conduct of the Seller Business or the use of the Purchased Assets, including all Liabilities arising under from litigation relating to the Assumed Contracts conduct of the Business or the use of the Purchased Assets, from and after the Closing Date; provided, however, that the assumption of such Liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(a); (other than v) all Liabilities to reimburse, restore or obligations attributable repay any Custodial Account Funded Advances to the related Custodial Accounts; (vi) all Liabilities to reimburse, restore or repay any Master Servicing Custodial Account Funded Advances to the related Master Servicing Custodial Accounts; (vii) all Liabilities with respect to (A) any failure by the Seller lawsuits, judgments, claims or demands listed on the Sellers’ Litigation Report, dated as of the date hereof (the “Litigation Report”), a copy of which has heretofore been delivered to comply with the terms thereof prior to the ClosingPurchaser, and (B) products liability any additional lawsuits, judgments, claims or personal injury demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic’s liens, elder abuse and stop notice claims arising prior with respect to any of the Purchased Assets, but only to the Closing extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and (Csubstance to those listed on the Litigation Report, as determined by the mutual agreement of Purchaser and the Sellers; provided, however, that the assumption of such liabilities by Purchaser shall not affect Sellers’ indemnification obligations pursuant to, or the rights of any Purchaser Indemnified Party under, Section 10.02(c) intellectual property infringement claims arising prior to the Closingor Section 10.02(d); and (iiiviii) product warranties and claims thereunder relating all Liabilities set forth on Schedule 2.02(a)(viii). For the avoidance of doubt, except for any Liability under Section 2.02(a)(vii), Purchaser shall not assume, or have any obligation to the products of the Businesspay, perform or discharge, any Retained Liability. (b) Notwithstanding subsection (a) aboveSection 2.02(a), the Seller Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility be liable for, all Liabilities of the Seller as of the Closing Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitationincluding the following: (i) all Excluded TaxesLiabilities related to any business conducted, operated or engaged in by either Seller, other than the Business; (ii) all any Liabilities relating to or arising out of the Excluded AssetsSellers arising under this Agreement or any of the Ancillary Agreements; (iii) claims except as specifically provided in Section 7.08, any Liabilities of either Seller arising under, in connection with or otherwise related to (A) any Employee Benefit Plan or other employee benefit or compensation plan, policy, program, agreement or arrangement, including any employment, retention, change in control, severance or similar agreement, (B) salaries, wages, bonuses, vacation or severance pay or other compensation, payments or benefits earned, accrued or arising prior to or in connection with the Closing Date or in connection with the Closing, (C) Title IV of ERISA, (D) any Continuing Employee with respect to any period or event occurring prior to the date on which he or she becomes an employee of Purchaser or one of its Affiliates, (E) any other former or current, active or inactive, employee, officer, agent, consultant, independent contractor or subcontractor of either Seller with respect to any period, or (F) any employment-related grievance or any claim with respect to any personal injuries sustained in connection with the employment or retention of a Person by any Seller, including workers’ compensation or disability, regardless of when such claim is made or asserted, or (G) any Action arising under the WARN Act for any “employment loss” within the meaning of the WARN Act, by an employee of a Seller that occurs on or prior to the Closing made Date, other than with respect to any Master Servicing Employee who is employed by employees of the Seller Sellers immediately prior to the Closing Date and is either (including the Transferred Employeesi) relating not offered employment by Purchaser or an Affiliate thereof pursuant to their Section 7.08(b) or (ii) does not commence employment with the SellerPurchaser or an Affiliate thereof despite such Master Servicing Employee accepting an offer of employment made pursuant to Section 7.08(b); (iv) all Inter-company Payablesany legal and accounting fees and expenses incurred by the Sellers in connection with the consummation of the Transactions, except as provided in this Agreement or the Ancillary Agreements; (v) any Tax Liabilities of the Sellers with respect to the Business for any Pre-Closing Tax Period; (vi) any Indebtedness of the Sellers; (vii) all Liabilities arising out of or obligations attributable with respect to the Excluded Assets; and (Aviii) all Liabilities of the Sellers with respect to any failure by the Seller to comply with the terms Actions of any Assumed Contract prior to the Closing, (B) products liability nature existing on or personal injury claims arising prior to the Closing Date that are not listed on the Litigation Report or otherwise described in Section 2.02(a)(vii). Purchaser assumes no Excluded Liability or any other Liability of the Sellers or any other Person pursuant to this Agreement other than the Assumed Liabilities. In furtherance of the foregoing and for the avoidance of doubt, the Parties hereby acknowledge and agree that Purchaser assumes no Liability of the Sellers or any Affiliate thereof, including without limitation LBB or LBHI, by virtue of completing the transactions contemplated by this Agreement or otherwise, with respect to (Ci) intellectual property infringement claims arising prior the origination of any loans sold by or otherwise transferred by the Sellers directly or indirectly to the Closing; andany Investor or any other Person or (ii) such sale or transfer of such loans, including without limitation any Liability for any representations or warranties made with respect to such loans to any such Investor or Third Party.