Common use of Assumption of Certain Obligations Clause in Contracts

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff Time; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff Time, to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and (i) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff Time.

Assumption of Certain Obligations. Upon Subject to the terms and subject to the conditions set forth herein, Purchaser Xxxxx agrees, effective at the ClosingClosing and from and after the Closing Date, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates Affiliates, to the extent relating to the Purchased Assets not previously performed or the Businessdischarged (collectively, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:): (a) subject to Section 2.03(b), all Liabilities under the Purchased Contract, to the extent arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective except for any Liabilities that arise out of or relate to conduct under the legal theory asserted, solely Purchased Contract that occurred prior to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff TimeClosing; (b) all Liabilities to the extent arising solely out of or relating to products liability claims relating to the ProductsResearch, including claims alleging defects in Development, Manufacture, Commercialization or other Exploitation of any RPGR Product or the Products and claims involving use or ownership of any Purchased Assets after the death of or injury to Closing, except for (i) any individual relating to the Products, solely Liabilities to the extent arising from the sale out of or use of the Products after the Cutoff Time; relating to conduct that occurred prior to Closing and (cii) all any Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff TimeExcluded Asset (other than, in each case ((i) and (ii)), with respect to any Liabilities to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10A) arising out of or relating to any practice of the Products, Licensed Intellectual Property by or on behalf of Buyer (or any of its Affiliates or its or their sublicensees under the Business, Licensed Intellectual Property) after the Closing pursuant to the licenses granted to Buyer under Section 5.6(a); or (B) allocated to Buyer (or any of its Affiliates) pursuant to the Collaboration Agreement or the Purchased AssetsTermination Agreement, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWRapplicable), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and (ic) all any Liabilities arising out expressly allocated to Buyer (or any of or relating its Affiliates) pursuant to the return Termination Agreement (including pursuant to any terms of the Products sold by Purchaser after the Cutoff Time. References Collaboration Agreement that survive pursuant to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff TimeTermination Agreement).

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at as of the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Products and the Purchased Assets or the BusinessAssets, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:): (a) subject to Section 2.03(b2.04(b), all any Liabilities arising solely out of or relating to Legal Proceedings Proceedings, regardless of when such Legal Proceeding was commenced after the Closingor made, and irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, distribution or sale or use of the Products or the use of the Purchased Assets, in each case, by Purchaser or its Affiliates on or after the Cutoff TimeClosing (subject to the terms and provisions of the Transaction Documents), including all such Legal Proceedings in which it is alleged that the Products or Purchased Assets were designed or developed before the Closing but commercialized, manufactured, packaged, imported, marketed, distributed or sold by or on behalf of Purchaser or its Affiliates after the Closing, and including all such Legal Proceedings relating to warranty obligations and alleged infringement or misappropriation of any IP Rights; (b) all any Liabilities arising solely out of or relating to products liability claims relating to the Products, Products (including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale ) sold by or use on behalf of the Products Purchaser or its Affiliates after the Cutoff TimeClosing; (c) all any Liabilities to third-party customers, vendors or third-party suppliers or other third partiessuppliers, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business either (i) prior to the Closing, but delivered or at the express request of Purchaser) provided after the Cutoff TimeClosing, or (ii) on or after the Closing; (d) any Liabilities arising on or after the Closing under any Transferred Contract, except as such Liabilities relate to a breach of such Transferred Contracts that occurred on or before the Closing; (e) all Liabilities post-marketing commitments (including those set forth on Schedule 2.04(e)) and clinical development costs arising out of or relating to the Products or the Purchased Assets; (f) any Transferred Contract after the Cutoff Time, Taxes apportioned to the extent Purchaser pursuant to this Agreement; (g) (i) all Liabilities relating to the period return of time Products which are allocated to Purchaser in the Collaboration Agreement and (ii) all Liabilities relating to any incremental return amounts resulting from price increases implemented by or on behalf of Purchaser or its Affiliates on or after the Cutoff Time (provided that, notwithstanding the foregoing Closing with respect to Products sold by Seller prior to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate)Closing; (eh) (i) all Liabilities relating to commercial rebates which are allocated to Purchaser in the Collaboration Agreement and (ii) all Liabilities relating to any incremental rebate amounts resulting from price increases implemented by Purchaser on or after the Closing with respect to Products sold by Seller prior to the Closing; (i) all Liabilities relating to government rebates which are allocated to Purchaser in the Collaboration Agreement and (ii) all Liabilities relating to incremental rebate amounts resulting from price increases implemented by or on behalf of Purchaser or its Affiliates on or after the Closing with respect to Products sold by Seller prior to the Closing; (j) all Liabilities relating to any chargeback claims which are allocated to Purchaser in the Collaboration Agreement and (ii) all Liabilities relating to incremental chargeback amounts resulting from price increases implemented by or on behalf of Purchaser or its Affiliates on or after the Closing with respect to Products sold by Seller prior to the Closing; (k) all Liabilities relating to (i) co-pay card, e-voucher or similar discounts, specialty pharmacy benefits or any other patient assistance programs which are allocated to Purchaser in the Collaboration Agreement and (ii) all Liabilities relating to incremental discount amounts resulting from price increases implemented by or on behalf of Purchaser or its Affiliates on or after the Closing with respect to Products sold by Seller prior to the Closing; and (l) any other Liabilities (excluding including Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10Taxes) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale operation or lease management of the Purchased Assets, operation of the Business, and Assets or the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of case on or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and (i) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall and which have not imply that Seller actually has any such Liabilities arising from its ownership been specifically allocated in Section 2.04 or Section 2.05. For purposes of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit 2.04, any co-Promoters, joint venturers or modify the obligations assignees of Purchaser under the Commercialization Agreement with respect or its Affiliates shall be deemed to the Commercialization Agreement Assumed Liabilities for the period beginning have taken actions on January 9, 2018 behalf of Purchaser and ending at the Cutoff Timeits Affiliates.

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Products Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “"Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:"): (ai) subject to except as provided in this Section 2.03(b)2.4, all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, importadvertising, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff Time; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third partiesTerritory, solely to the extent relating to the Products period of time on or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff TimeClosing; (dii) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff TimeAssumed Contract, to the extent relating to the period of time on or after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate)Closing; (eiii) the Liabilities to customers, suppliers or other third parties for Products, materials and services, to the extent relating to the Business, ordered in the ordinary course of business and in compliance with Section 7.2 prior to the Closing, but scheduled to be delivered or provided after the Closing; (iv) (A) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any credits or rebates in respect of any Product in the Territory, subject to Section 7.16, (B) all Liabilities for any recall or post-sale warning in respect of any Product in the Territory manufactured by or for Purchasers or their Affiliates or successors on or after the Closing or to the extent arising from Purchasers' or their Affiliates' or successors' conduct on or after the Closing or and (C) all consumer products Liabilities, including those related to consumer fraud and economic loss, related to the manufacture, advertising, marketing, distribution, sale, or use of the Products in the Territory prior to the Closing Date, but only to the extent the related Legal Proceeding or claim is commenced after the *** anniversary of the Closing Date, up to a maximum total Liability of ***; (v) except as set forth in Section 7.4(f), all Liabilities with respect to Transferred Employees of the Business arising or occurring with respect to periods of service on and after the date such employee becomes a Transferred Employee; (vi) all other Liabilities (including Environmental Liabilities but excluding Liabilities related to Taxes described in Taxes, which shall be governed by Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.102.4(vii)) arising out of or relating to the Products, the Business, Business or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation to the extent such Liabilities relate to the period of time on or after Closing, other than the Business, Retained Liabilities set out in Section 2.5(i) to Section 2.5(viii) and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time;Section 2.5(x); and (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (gvii) all Liabilities for Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products ownership of the Business or the Purchased AssetsAssets in any taxable period, in each caseor a portion thereof, after the Cutoff Time; and (i) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising beginning after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff Time.

Assumption of Certain Obligations. Upon Effective at the terms Closing and --------------------------------- subject to the conditions terms set forth herein, Purchaser agrees, effective at the Closing, to Closing Buyer shall assume and to timely satisfy and discharge the be liable for (xa) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities all liabilities of Seller that are disclosed on Seller's September 20, 1997 balance sheet and its Affiliates all trade accounts payable, accrued expenses and other liabilities that arise from such date through the Closing Date (as defined below) to the extent relating to the Purchased Assets they were or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff Time; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered are incurred in the ordinary course of business (or at and in compliance with the express request terms of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating this Agreement, but with respect to any Transferred Contract after the Cutoff TimeSeller's indebtedness to Firstar Bank, only to the extent relating to of $10,000,000 in the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements aggregate (including PREA principal and PWR), accrued interest) and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and specifically excluding (i) all Liabilities arising out of or expenses incurred in connection with the transactions contemplated hereby, (ii) all liabilities and obligations relating to the return AmJet Services Division of the Products sold by Purchaser after the Cutoff Time. References Seller, (iii) all liabilities and obligations relating to the assumption operation of Assumed Liabilities AmJet Aircraft Corporation, a Minnesota corporation, (iv) all liabilities and obligations relating to the Excluded Assets, and (v) all liabilities and obligations under the "Grid Note" described in the 60-Ton Portal Crane Agreement, as defined below; and (b) Seller's obligations to render performance arising after the Closing Date shall under, or otherwise accruing after the Closing Date under, the contracts, leases, arrangements and commitments listed on Schedule 1.1A (but not imply that any obligation for ------------- performance or obligation or liability of Seller actually has any such Liabilities for default or nonperformance under said contracts, leases, arrangements and commitments arising from its ownership of the Purchased Assets prior to the Closing DateClosing)(collectively, nor the "Assumed Liabilities"). Buyer will not assume and will not be liable for any debts, contracts, leases, liabilities, arrangements, commitments, obligations, restrictions or duties of Seller, other than as specified in the preceding sentence. Buyer shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect execute and deliver to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending Seller at the Cutoff Time.Closing an Assumption Agreement in substantially the form attached hereto as Exhibit B. ---------

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Products and the Purchased Assets or the BusinessAssets, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:): (a) subject to Section 2.03(b2.04(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, solely to the extent relating to the period of time after the Cutoff TimeClosing Date (subject to the terms and provisions of the Ancillary Agreements and the Post-Transfer Supply Agreement); (b) all Liabilities arising solely out of or relating to products liability claims relating to the ProductsProducts sold after the Closing, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) either (i) on or prior to the Closing, but scheduled to be delivered or provided after the Cutoff TimeClosing, or (ii) after the Closing; (d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff TimeClosing, to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate)Closing Date; (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d2.05(i) or apportioned to Seller or the Divesting Entity pursuant to Section 2.102.09) arising out of or relating to the Products, the Business, Products or the Purchased Assets, to the extent relating to the period of time after the Closing, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, Assets and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff TimeClosing Date; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.102.09; (hg) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and[***] (ih) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff TimeClosing.

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth hereinExcept as hereinbelow provided, Purchaser agrees, effective at the Closing, the Buyer shall assume, and agree to assume pay, perform, fulfill and discharge, (i) those obligations of the Seller which accrue after the Closing Date and which relate to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates events which transpire subsequent to the extent relating to Closing Date, under the Purchased Assets or the BusinessReal Estate Leases, in each case Personal Property Leases and Other Contracts together with any and all other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”)obligations connected to, in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff Time; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff Time, to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the BusinessBuyer's business after the Closing Date, (ii) the debt obligations set forth on SCHEDULE 3 hereto, (iii) the trade accounts payable as set forth on SCHEDULE 3 as offset (in accordance with Seller's GAAP (as defined in Section 5.2(a)) by co-op advertising amounts due from vendors, and (iv) the sale of any accrued, ordinary-course liabilities of the Products by Purchaser Seller as set forth on SCHEDULE 3 hereto (collectively, the "ASSUMED OBLIGATIONS"). Except as expressly set forth in this Agreement, the Buyer shall NOT assume, and shall NOT be deemed to have assumed, any liability or its Affiliatesobligation of the Seller whatsoever including, after the Cutoff Time; without limitation: (fi) All Liabilities any liability or obligation relating to or arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and (i) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Acquired Assets by the Seller prior to the Closing Date, nor shall anything in (ii) any obligations not expressly assumed pursuant to this Section 2.03 limit or modify the 3, including non-assumed Seller's obligations of Purchaser under the Commercialization Agreement with respect arising prior to the Commercialization Agreement Assumed Liabilities Closing Date, such as Taxes (as defined in Section 6.13), violations of law, employee liabilities, product liability claims, customer claims for rebates, refunds or allowances, environmental liabilities, or intellectual property infringement claims, or amounts owed to vendors who have, as of the period beginning on January 9Closing Date, 2018 prepaid booth registration fees to Seller for Seller's October 2002 "Conversion Expo" and ending at subsequent to the Cutoff TimeClosing Date such vendor cancels its registration and seeks a refund of such fees, (iii) any bank debt of the Seller, and (iv any obligations relating to any Excluded Assets.

Assumption of Certain Obligations. Upon Anything in this Agreement to the terms contrary notwithstanding, the Buyer shall not assume, and shall not be deemed to have assumed, any liability or obligation of any nature, fixed or contingent or known or unknown, of the Sellers or relating to the operation of the Businesses prior to the Closing (including without limitation the Retained Environmental Liabilities referred to below), except that, at the Closing the Buyer shall assume, and agree to pay, perform, fulfill and discharge, the following obligations and liabilities of the Sellers (collectively, the "Assumed Obligations"): (i) all obligations and liabilities under the Business Contracts, Purchase Orders, Personal Property Leases and Transferred Software Licenses (collectively, the "Assumed Contracts") that relate to the performance of the Assumed Contracts after the Closing or relate to the operation of either Business after the Closing; (ii) all expenses of the Sellers relating to either Business ("Assumed Expenses") and all trade payables of the Sellers relating to either Business (the "Assumed Payables"), to the extent, and only to the extent, that such Assumed Expenses and Assumed Payables are reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); and (iii) any other liability or obligation of the Sellers relating to either Business arising with respect to the period prior to the Closing, but only to the extent of the amount reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2) for such obligation or liability. All liabilities and obligations of any nature, fixed or contingent or known or unknown, of the Sellers or relating to the operation of the Businesses prior to the Closing, other than the Assumed Obligations, are referred to in this Agreement as the "Retained Liabilities". The Retained Liabilities include without limitation: (i) liabilities for Indebtedness (as defined in Article 17) of the Sellers; (ii) those liabilities for Taxes (as defined in Article 17) that remain the responsibility of the Sellers pursuant to Article 14; (iii) those liabilities of the Sellers under their ERISA Plans and Non-ERISA Plans retained by them pursuant to Article 11 and under the Retention Agreements described on Schedule 5.10; (iv) except for any liability or obligation referred to in clauses (ii) or (iii) of the preceding paragraph and adequately reflected on the Closing Balance Sheet, any obligations or liabilities relating to or arising out of the performance by the Sellers prior to Closing of contracts (including the Assumed Contracts) in connection with the Businesses, including (A) any Defective Pricing Claims (as defined in Article 17) relating to contracts entered into by the Sellers prior to Closing, (B) compliance with any governmental regulations applicable to the performance of such contracts prior to Closing and (C) obligations and liabilities relating to product or service warranties or product liability or similar claims relating to the quality of goods and services provided by the Sellers in connection with the Businesses prior to the Closing (including any such liabilities or obligations relating to the pre-Closing performance of Assumed Contracts); (v) any alleged or actual liability for the investigation, cleanup or removal of any Hazardous Substances, or for death or injury to person or property, as a result of the generation, transportation, disposal, storage, release, emission or discharge of any Hazardous Substances onsite or offsite and in, on, under, from or onto any real property subject to the conditions set forth hereinLease or Subleases, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets past or the Business, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory assertedpresent, solely to the extent arising from that such liability arises out of any matter or circumstances that occurred or existed on or before the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff TimeClosing Date; (bvi) all Liabilities arising solely out any alleged or actual liability and penalties for violations of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff Timenoncompliance with Environmental Laws, to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when that such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising liability arises out of any matter that occurred or relating existed on or before the Closing Date (with the obligations and liabilities referred to in clause (v) and this clause (vi) collectively referred to as the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR"Retained Environmental Liabilities"), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and (ivii) all Liabilities arising out of any obligations or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser liabilities under the Commercialization Sofradir Contract or the PPI Supply Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff Time.(as defined in Section 12.16)

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the ClosingClosing and from and after the Closing Date, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing such Liabilities being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:): (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closinglawsuits and claims, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use operation of the Products Business or the use of the Purchased Assets, in each case, after the Cutoff TimeClosing by Purchaser or its Affiliates, or on their behalf in accordance with the Transition Agreements; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, Products (including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products), solely but only to the extent arising from the sale that such Products were sold or use of the Products distributed after the Cutoff TimeClosing by Purchaser or its Affiliates, or on their behalf in accordance with the Transition Agreements; (c) all Liabilities to third-party customers, third-party suppliers or other third partiesparties for the Products, solely materials and services, to the extent relating to the Products sold or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) distributed after the Cutoff TimeClosing by Purchaser or its Affiliates, or on their behalf in accordance with the Transition Agreements; (d) all Liabilities arising out of or relating to after the Closing under any Transferred Contract after the Cutoff TimeContract, but only to the extent relating that such Liabilities do not arise from any breach, default or violation of such Transferred Contract by or on behalf of Seller, its Affiliates, or their subcontractors or licensees on or prior to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate)Closing; (e) all other Liabilities (excluding including Liabilities for or otherwise related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10Taxes) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of Assets after the Business, and the sale of any of the Products Closing by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Timethis Agreement; and (ig) all other Liabilities arising after the Closing out of or relating to the return of the Products any Product sold or distributed by Purchaser or its Affiliates, or on their behalf in accordance with the Transition Agreements, after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff TimeClosing.

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) only the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the BusinessDivesting Entities, in each case other than the Retained Liabilities (all of the foregoing Liabilities being collectively referred to hereinafter as the “"Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:"): (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings lawsuits and claims, regardless of when commenced after the Closing, or made and irrespective of the legal theory asserted, solely to the extent arising from the development, commercializationdesign, manufacture, packagingtesting, importadvertising, marketing, distribution, distribution or sale or use of the Products Products, whether prior to or the use of the Purchased Assets, in each case, after the Cutoff TimeClosing, including all lawsuits and claims relating to warranty obligations and alleged intellectual property infringement; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating to any Transferred Contract Assumed Contract, whether prior to or after the Cutoff TimeClosing; (c) all Liabilities to suppliers or other third parties for materials and services, to the extent relating to the period Business, ordered in the ordinary course of time after the Cutoff Time (provided that, notwithstanding the foregoing business prior to the contraryClosing, for Transferred Contracts set forth on Section 2.03(dbut scheduled to be delivered or provided thereafter; (d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate)to customers under purchase orders for the Products that have not yet been shipped at the Closing; (e) all Liabilities arising out of or relating to the lawsuits and claims set forth on Schedule 2.4(e); (f) all other Liabilities to the extent relating to any Product, including (i) all Liabilities for any rebates in respect of any Product (but only to the extent such Liabilities do not exceed $100,000 in the aggregate for all Products), (ii) all Liabilities for any recall or post-sale warning in respect of any Product and (iii) all Liabilities with respect to promotional activities for the Products undertaken in the ordinary course of business; and (g) all other Liabilities (excluding including Environmental Liabilities and Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10Taxes) arising out of or relating to the Products, the Business, Business or the Purchased Assets, including the use, ownership, possession, operation, management, business integrationoccupancy, sale or lease of the Purchased Assets, operation of but only to the Businessextent such Liabilities are attributable to any action, and the sale of any of the Products by Purchaser omission, performance, non-performance, event, condition or its Affiliates, circumstance after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and (i) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff TimeClosing.

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth hereinherein and in the documents executed in connection herewith (including any indemnification obligations of the Parties pursuant to Article VIII and the obligations of the Parties under the Transitional Agreements), Purchaser agrees, effective at the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) the following Liabilities of Seller and its Affiliates to the extent relating to the Purchased Assets or the Business, in each case other than the Retained Liabilities (all of the foregoing following Liabilities (other than the Retained Liabilities) being collectively referred to hereinafter as the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) subject to Section 2.03(b), all Liabilities arising solely out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely to the extent arising from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets, in each case, after the Cutoff Time; (b) all Liabilities arising solely out of or relating to products liability claims relating to the Products, including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Products, solely to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising out of or relating to any Transferred Contract after the Cutoff Time, to the extent relating to the period of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, and the sale of any of the Products by Purchaser or its Affiliates, after the Cutoff Time; (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and): (i) all Liabilities arising out of or relating to lawsuits and claims (including all lawsuits and claims relating to warranty obligations and alleged intellectual property infringement) arising from the return manufacture, testing, advertising, marketing, distribution or sale of the Products sold by Purchaser after the Cutoff Time. References Closing, subject to Seller’s obligations set forth in the Transitional Agreements; (ii) subject to the assumption applicable provisions of Assumed Article VIII, the Pre-Closing Products Liabilities; (iii) all Liabilities arising after the Closing Date shall not imply that Seller actually has pursuant to any such Assumed Contract (excluding any Liabilities for any breaches thereof prior to the Closing); (iv) all Liabilities to customers for Products, materials and services, to the extent relating to the Business, ordered in the ordinary course of business consistent with past practice prior to the Closing, but scheduled to be delivered or provided after the Closing including in respect of purchase orders contemplated by Section 2.1(x); (v) subject to Section 2.4(vii) and (x), all Liabilities in respect of cash discounts, sales allowances and other accounts receivable offsets or credits relating to Accounts Receivable in connection with the sale of any of the Products prior to, on or after the Closing; (vi) subject to Section 2.4(viii), (x) and (xiii), all Liabilities arising from its ownership out of or relating to the Purchased Assets return of any Product, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any returned Product (but not including any Liabilities arising out of or relating to any recall or post-sale warning in respect of any Product sold prior to the Closing Date), nor shall anything in this Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement each case, with respect to any Product sold prior to, on or after the Commercialization Agreement Assumed Closing; (vii) subject to Section 2.4(ix) and (x), all Liabilities for arising out of or relating to the period beginning redemption of and third party administrative costs relating to all coupons relating to the Products distributed prior to, on January 9or after the Closing; (viii) all Liabilities arising out of or relating to any recall or post-sale warning required or encouraged by any Governmental Authority or otherwise in respect of any defect, 2018 flaw, contamination or similar condition with respect to any Product sold after the Closing, subject to Seller’s obligations set forth in the Transitional Supply Agreement; and (ix) all other Liabilities (including Liabilities relating to Taxes and ending at Environmental Liabilities) arising out of or relating to the Cutoff Timeoperation of the Business by Purchaser after the Closing.

Assumption of Certain Obligations. Upon the terms and subject to the conditions set forth herein, Purchaser agreesshall assume, effective at as of the Closing, to assume and to timely satisfy and discharge the (x) Commercialization Agreement Assumed Liabilities and (y) all of the following Liabilities of Seller and (or any of its Affiliates to the extent relating to the Purchased Assets or the BusinessAffiliates), in each case other than the Retained Excluded Liabilities (all of the foregoing such Liabilities being collectively referred to hereinafter as so assumed, collectively, the “Assumed Liabilities”), in each case except to the extent Seller or its Affiliates indemnify Purchaser and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof:): (a) subject to other than as set forth in this Section 2.03(b)2.4, all Liabilities arising solely out of, or relating to, any Purchased Asset or the Facility Operations from and after the Closing; (b) the Accounts Payable of Seller set forth on Schedule 2.4(b) (the “Assumed Accounts Payable”); (c) all Liabilities arising out of, or relating to, compliance with the Recorded Environmental Covenant after the Closing Date; provided, that, after the Closing Date, Seller shall deliver the Recorded Environmental Covenant Notice to the Alabama Department of Environmental Management in accordance with the terms thereof; (d) all Indebtedness of Seller arising out of, or relating to, the Purchased Assets or the Facility Operations set forth on Schedule 2.4(d) (the “Assumed Indebtedness”); (e) except as set forth in Section 7.4, all Liabilities arising out of or relating to Legal Proceedings commenced after the Closing, irrespective of the legal theory asserted, solely related to the extent arising from employment or termination of service of any Transferred Employee by the developmentPurchaser, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use engagement or termination of any Facility Contractor by the Purchased AssetsPurchaser, in each case, after the Cutoff Time; Closing Date; provided that if Purchaser fails to comply with Section 7.4(a) with respect to a Facility Employee, or fails to assume the Contracts for any Facility Contractor in accordance herewith, then the Liabilities (bif any) all Liabilities arising solely out of, or related to, the termination of employment of such Facility Employee or relating to products liability claims relating to the Productstermination of such Facility Contractor by Seller or one of its Affiliates shall also be Assumed Liabilities, but not including claims alleging defects in the Products and claims involving the death of or injury to any individual relating to the Productswage payment, solely severance (to the extent arising from the sale or use of the Products after the Cutoff Time; (c) all any such Liabilities to third-party customers, third-party suppliers or other third parties, solely to the extent relating to the Products or the Purchased Assets and ordered in the ordinary course of business (or at the express request of Purchaser) after the Cutoff Time; (d) all Liabilities arising arise out of any Facility Employee or relating to any Transferred Contract after the Cutoff Time, to the extent relating to the period Facility Contractor who does not accept an offer of time after the Cutoff Time (provided that, notwithstanding the foregoing to the contrary, for Transferred Contracts set forth on Section 2.03(d) of the Disclosure Schedules, the Assumed Liabilities include all Liabilities irrespective of when such Liabilities arose or relate); (e) all other Liabilities (excluding Liabilities related to Taxes described in Section 2.04(d) or apportioned to Seller or the Divesting Entity pursuant to Section 2.10) arising out of or relating to the Products, the Business, or the Purchased Assets, including the use, ownership, possession, operation, management, business integration, sale or lease of the Purchased Assets, operation of the Business, and the sale of any of the Products by employment from Purchaser or its Affiliates, after the Cutoff Time;) and PTO obligations; and (f) All Liabilities arising out of acts or omissions of Purchaser in respect of Purchaser’s obligations under the Commercialization Agreement to act as an agent for regulatory activities relating to the Product or with respect to the Governmental Authorizations or pharmacovigilance relating to the Products, in each case, after January 9, 2018; (g) all Taxes apportioned to Purchaser pursuant to Section 2.10; (h) all obligations under applicable Law relating to the performance of, and all Liabilities arising out of or relating to any post-marketing commitments, including any post-marketing studies, pediatric study requirements (including PREA and PWR), and clinical development costs, arising out of or relating to the Products or the Purchased Assets, in each case, after the Cutoff Time; and for (i) all Liabilities arising out of or relating to the return of the Products sold by Purchaser after the Cutoff Time. References to the assumption of Assumed Liabilities arising after the Closing Date shall not imply that Seller actually has any such Liabilities Taxes arising from its ownership of the Purchased Assets prior to the or Facility Operations for any Post-Closing DateTax Period (as determined for any Straddle Period in accordance with Section 7.12(d)), nor shall anything (ii) Transfer Taxes in this accordance with Section 2.03 limit or modify the obligations of Purchaser under the Commercialization Agreement with respect to the Commercialization Agreement Assumed Liabilities for the period beginning on January 9, 2018 2.9 and ending at the Cutoff Time(iii) Taxes included in Indebtedness.