Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. At the Closing, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. At the Closing, Buyer Seller shall assume sell, transfer, assign and agree convey to payPurchaser, perform and Purchaser shall assume, effective as of the Closing, and shall timely perform, pay and discharge as and when duein accordance with their respective terms, each and all of the following liabilities and obligations Liabilities of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (a) Liabilities of Seller to all trade accounts payable customers and advertisers of Xxxxxxx Polymer the Systems for any advance payments or the Subsidiaries included in the Closing Net Asset Value Statement; deposits for which Purchaser shall have received a credit pursuant to Section 3.4; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer Liabilities with respect to the Business, the Purchased Assets, the Transferred Employees arising after the Closing, to the extent such Liabilities arise from or the Subsidiaries included in are related to any event that occurs on or after the Closing Net Asset Value Statement; Date; (c) all other liabilities Taxes applicable to the transfer of the Business included in the Closing Net Asset Value Statement; Purchased Assets pursuant to this Agreement that are required to be paid by Purchaser pursuant to Section 11.1(b) and (c); (d) Liabilities for Taxes relating to the Business, the Purchased Assets, the Transferred Employees for all liabilities and obligations under taxable periods (or portions thereof) beginning after the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and Closing Date; (e) all accrued expenses and trade accounts payable to the extent reflected in arising out of the Closing Net Asset Value StatementBusiness, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or Purchased Assets, the Subsidiaries Transferred Employees prior to the Closing. The parties acknowledge Closing that are outstanding as of 12:01 a.m. on the Closing Date and agree that are taken into account in adjusting the liabilities assumed Base Purchase Price pursuant to Section 3.4(d) (i), (ii) and (iii); and (f) Liabilities relating to amounts required to be paid by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementPurchaser hereunder.

Assumption of Liabilities. At Upon the Closingterms and subject to the conditions of this Agreement, Buyer shall agrees, effective on the Effective Date, to assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or Seller (the Subsidiaries (collectively, the “Assumed Liabilities”): "ASSUMED LIABILITIES"): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other than Contracts entered into by Seller with the Excluded Contracts and consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the employee agreements and employee benefit plans excluded as assets ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2(b) of this Agreement)2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and and (e) subject to the extent reflected in the Closing Net Asset Value StatementSection 8.02, warranty any liability or product return obligations of Xxxxxxx Polymer obligation for Taxes arising from or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer the Purchased Assets, the System or the Subsidiaries prior System Operations which is incurred in or attributable to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementPost-Closing Tax Period.

Assumption of Liabilities. At (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and agree liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge as and when due, each and (without recourse to Buyer) all of the following their liabilities and obligations of Xxxxxxx Polymer any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the Subsidiaries (collectivelyfollowing shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities”): ” for purposes of this Agreement: (ai) all trade accounts payable of Xxxxxxx Polymer liabilities that do not primarily relate to the Business or the Subsidiaries included in Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing Net Asset Value Statement; (bexcluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all accrued liabilities and rebate obligations arising out of Xxxxxxx Polymer the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Subsidiaries included in Purchased Assets pending as of the Closing Net Asset Value Statement; or based upon any action, event, circumstance or condition arising prior to the Closing Date; (cix) all other liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business included pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Net Asset Value Statement; Date; (dxi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and obligations under any similar state statutes and Laws, or (y) relating to the Contracts (termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) liabilities relating to the extent reflected in termination of Transferred Employees if such termination occurred after the Closing Net Asset Value Statement, warranty date of transfer; (xiii) all liabilities under Code Section 4980B or product return obligations Sections 601-608 of Xxxxxxx Polymer ERISA or the Subsidiaries other applicable Laws for any employee or independent contractor (and their dependents) with respect to products and/or services sold any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by Xxxxxxx Polymer any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Subsidiaries Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing Date.

Assumption of Liabilities. At On the terms and subject to the conditions set forth herein and in partial consideration of the sale of the Transferred Assets, at the Closing, Buyer shall assume and agree to pay(or, perform in the case of Assumed Liabilities of the Transferred Joint Venture Entities, acquire the Joint Venture Securities subject to) and discharge as and when due, each and all or perform (or in the case of Assumed Liabilities of the following liabilities Transferred Joint Venture Entities, cause such Transferred Joint Venture Entities to discharge and obligations of Xxxxxxx Polymer or perform) when due all the Subsidiaries (collectively, the “Assumed Liabilities”): ; it being understood, that the assumption (or retention) of an Assumed Liability shall, except as otherwise allocated by Buyer in a manner consistent with the like allocations of Friendco pursuant to the Friendco Purchase Agreement (provided, that the effect of any such allocation so directed by Buyer that is different than the allocation that would occur in the absence of such direction shall be disregarded for the purposes of making any determination with respect to (x) the representations, warranties or covenants of Seller herein, (y) the Closing Adjustment Amount and (z) the satisfaction of the conditions set forth in Article VI, in each case, to the extent such determination would be different (but in the case of the Closing Adjustment Amount, only to the extent the aggregate Closing Adjustment Amount and the Closing Adjustment Amount (as defined in the Friendco Purchase Agreement) would be different) as a result of such direction), be allocated among each of the Specified Businesses and the Friendco Business in the following manner: if such Assumed Liability is (a) all trade accounts payable a Liability of Xxxxxxx Polymer a Transferred Joint Venture Entity, to the Joint Venture Business applicable to such Transferred Joint Venture Entity or (b) not a Liability of a Transferred Joint Venture Entity and is (i) Related only to a single Specified Business and not to the Subsidiaries Friendco Business, to such Specified Business (and, in the case of the Group 1 Business, to the Group 1 Remainder Business), (ii) included in the Closing Net Asset Value Statement; Group 1 Shared Assets and Liabilities pursuant to Schedule 1.1(f) of the Seller Disclosure Schedule, to the Group 1 Business (band within the Group 1 Business, to the Group 1 Remainder Business), (iii) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (cGroup 2 Shared Assets and Liabilities pursuant to Schedule 1.1(f) all other liabilities of the Seller Disclosure Schedule, to the Group 2 Business, (iv) solely Related to the Friendco Business included or allocated to the Friendco Business pursuant to Schedule 1.1(h) of the Seller Disclosure Schedule (as defined in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Friendco Purchase Agreement); , to the Friendco Business and (ev) not allocated pursuant to clause (i), (ii), (iii) or (iv), then to the Friendco Business, to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior Related to the Closing. The parties acknowledge Friendco Business, to the Group 1 Business (and agree that within the liabilities assumed by Buyer under this Agreement Group 1 Business, to the Group 1 Remainder Business), to the extent Related to the Group 1 Business, and to the Group 2 Business, to the extent Related to the Group 2 Business (which allocations shall consist only of those Assumed Liabilities described be made in this Section 3 each case after giving effect to the allocations to each such Friendco Business and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for Specified Business pursuant to the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementDesignated Allocation).

Assumption of Liabilities. At (a) Upon the Closingterms and subject to the conditions set forth in this Agreement, Buyer shall assume and agree as of the Closing Date, the Acquiror agrees to payassume, perform satisfy, perform, pay and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Liabilities (collectively, the “Assumed Liabilities”): ): (ai) all trade accounts payable Liabilities of Xxxxxxx Polymer Seller or any of its Subsidiaries under the Assumed Contracts (in the case of an Assumed Contract requiring third party consent to assignment, where such consent has been obtained), but only to the extent such Liabilities arise from any event, circumstance or condition occurring after the Closing; (ii) all Liabilities with respect to the Evamist Governmental Permits that are Purchased Assets to the extent relating to the operation or conduct of the Evamist Business by or on the behalf of the Acquiror from and after the Closing, excluding the Evamist NDA; (iii) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including Evamist) or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations ownership, sale or lease of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities any of the Business included in Purchased Assets attributable to the Post-Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (Tax Period, other than the Excluded Contracts and Tax Liabilities; (iv) the employee agreements and employee benefit plans excluded as assets under Section 2(bLiability for fifty percent (50%) of this Agreement)the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; and and (ev) all Liabilities after the Closing Date arising out of or related to the extent reflected Acquiror’s ownership of the Purchased Assets and operation and conduct of the Evamist Business by or for the benefit of the Acquiror. (b) Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Net Asset Value StatementDate, the Seller shall retain all of the following Liabilities (“Excluded Liabilities”): (i) all accounts payable and other similar Liabilities of the Seller and its Subsidiaries, excluding fifty percent (50%) of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; (ii) any Liability incurred by the Seller in accordance with Section 8.5 in obtaining Evamist NDA Approval; (iii) any Liability of Seller or any of its Subsidiaries, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Subsidiaries is or has been a member, for Taxes and any liabilities for Taxes attributable to the Purchased Assets for any Pre-Closing Tax Period (“Excluded Tax Liability”); (iv) all Liabilities of the Seller and its Subsidiaries arising out of any product liability, patent infringement, breach of warranty or product return obligations of Xxxxxxx Polymer similar claim for injury to person or property or any other claim related to the Purchased Assets or the Evamist Business arising prior to the Closing (including all proceedings relating to any such Liabilities); (v) all Liabilities of the Seller and its Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Evamist manufactured, transferred or sold prior to the Closing, which are claimed prior to, on or after the Closing Date; (vi) all Liabilities of the Seller and its Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer any litigation or other claims related to the Subsidiaries Evamist Business or Purchased Assets to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing. The parties acknowledge and agree ; (vii) any Liability of the Seller related to any product or service of the Seller or any of its Subsidiaries other than Evamist or the operation or conduct by the Seller or any of its Subsidiaries of any business other than the Evamist Business; (viii) any Liability or obligation of Seller or any of its Subsidiaries (A) arising out of any actual or alleged breach by Seller or any of its Subsidiaries of, or nonperformance by Seller or any of its Subsidiaries under, any Assumed Contract prior to the Closing or (B) accruing under any Assumed Contract prior to the Closing; (ix) any Liability of the Seller to the extent arising out of (i) any suit, action or proceeding pending or, to the Knowledge of the Seller, threatened as of the Closing, with respect to claims which arise from facts, events or circumstances occurring prior to the Closing, or (ii) any actual or alleged violation by the Seller or any of its Affiliates of any Law applicable to the Seller or any of its Affiliates; (x) any Liability of the Seller that the liabilities assumed by Buyer relates to any Excluded Asset; (xi) any Liability of Seller or any of its Subsidiaries or ERISA Affiliates under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other liabilities employee plans or obligations benefits of Xxxxxxx Polymer any kind, in each case, which are Seller or any Subsidiary or ERISA Affiliate has entered into, maintains or administers or has maintained or administered, to which Seller or any Subsidiary or ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under or with respect to which Seller or any ERISA Affiliate has or may have any Liability and (B) any actual or alleged violation by the Seller or any of its Affiliates of any equal employment or employment discrimination laws; (xii) any Liability under Environmental Laws arising out of or relating to the operation or conduct of the Evamist Business or the use or ownership of the Purchased Assets in the Evamist Territory, in each case, before the Closing; (xiii) any Liability of the Seller to any of its Affiliates; and (xiv) any other Liability of Seller or any of its Subsidiaries or Affiliates that is not specifically enumerated in this Section; provided thatlisted as an Assumed Liability under Section 3.1(a) (including any Liability to the extent resulting from the ownership, for use, operation or maintenance of the avoidance Purchased Assets by or on behalf of doubtSeller prior to the Closing, or the provisions operation or conduct of this Section 3 shall not be construed the Evamist Business by or on behalf of the Seller prior to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing).

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Purchaser shall assume assume, effective as of the Closing, and agree to payshall timely perform, perform pay and discharge as and when duein accordance with their respective terms, each and all the following Liabilities of Seller arising out of, relating to or otherwise in respect of the following liabilities U.S. Business regardless of when incurred and obligations including Liabilities incurred or arising prior to Closing (for the avoidance of Xxxxxxx Polymer or doubt, excluding those Liabilities of the Subsidiaries Japan Business currently owned by the Selling Affiliate) (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable Liabilities of Xxxxxxx Polymer or Seller under the Subsidiaries included in the Closing Net Asset Value Statement; Assigned Contracts; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included Liabilities assumed by Purchaser in the Closing Net Asset Value Statement; Article X; (c) all other liabilities Liabilities arising from the sale of the Business included Products in the Closing Net Asset Value Statement; ordinary course of business, including pursuant to product warranties, product returns and rebates; (d) Liabilities in respect of (i) Environmental Laws; (ii) Environmental Claims; (iii) Releases; and (iv) any and all liabilities and obligations under other matters relating to the Contracts (Environment arising out of or otherwise related to the U.S. Business, other than the Excluded Contracts Retained Environmental Liabilities, and the employee agreements and employee benefit plans excluded as assets subject to Seller’s obligations under Section 2(b) of this Agreement); and Sections 12.03; (e) to the extent reflected Liabilities constituting, or arising in connection with, accounts payable existing on the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatDate (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); and (f) all Liabilities and commitments for Taxes arising out of or relating to or in respect of the provisions of this Section 3 shall not be construed to affect Purchased Assets for any liabilities of any Subsidiary, which liabilities will remain with Post-Closing Tax Period (the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement“Assumed Tax Liabilities”).

Assumption of Liabilities. At Effective as of the ClosingClosing Date, Buyer shall Assignee will assume and agree to pay, perform and discharge discharge, as and when due, and indemnify and hold each Assignor harmless from and all against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the following Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and obligations only to the extent that such liability is due to the actions of Xxxxxxx Polymer Assignee (or any of Assignee's affiliates, representatives or agents) after the Subsidiaries Closing Date (collectively, the “"Assumed Liabilities”): (a) all trade accounts payable "). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Contracts Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the employee agreements Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and employee benefit plans excluded as assets discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under Section 2(b) of this Agreement); and (e) the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities expressly assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; as provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementon Schedule 1.03.

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Purchaser shall assume and agree to payassume, perform and discharge effective as and when due, each and all of the Closing, only the following liabilities and obligations Liabilities of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in Liabilities arising from and after the Closing Net Asset Value Statement; (bunder or related to the Customers’ accounts set forth on Schedule 5.16(a) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) Purchased Contracts, but only to the extent reflected in such Customers’ accounts and Purchased Contracts are assigned to Purchaser or Purchaser otherwise receives the rights and benefits of such Customers’ accounts and Purchased Contracts pursuant to Section 2.5(c), and specifically excluding any liability or obligation relating to or arising out of such Customers’ accounts and Purchased Contracts as a result of any (i) breach of such Customers’ accounts or Purchased Contracts by Seller occurring prior to the Closing Net Asset Value StatementDate, warranty or product return obligations (ii) violation of Xxxxxxx Polymer or Law by Seller occurring prior to the Subsidiaries Closing with respect to products and/or services sold by Xxxxxxx Polymer such Customers’ accounts or the Subsidiaries prior Purchased Contracts, or (iii) breach or other amounts due and owing from Seller pursuant to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only such Customers’ accounts or Purchased Contracts primarily as a result of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementAgreement and arising on or prior to the Closing; (b) all Liabilities to the customers set forth on the WIP Schedule; (c) all Liabilities with respect to Taxes that are allocable to Purchaser pursuant to Section 11.2; (d) all Liabilities for failure-to-hire claims against Purchaser by any Transferred Employee set forth on Schedule 8.1 who is not offered employment by Purchaser or Purchaser’s designee; (e) all Liabilities under WARN and similar Laws requiring notice to employees of layoffs arising because Purchaser or Purchaser’s designee failed to offer the Transferred Employees set forth on Schedule 8.1 employment, including in the event such failure results in a “mass layoff” or “plant closing” (as defined by WARN); (f) all Liabilities (i) with respect to Taxes arising in connection with the Business or the Purchased Assets for any taxable period or ratable portion thereof beginning after the Closing Date and (ii) for Transfer Taxes; (g) all Liabilities incurred, accrued or arising on or after the Closing Date in connection with the conduct or operation of the Business or the use or ownership of the Purchased Assets; and (h) all Liabilities set forth on Schedule 2.3(h).

Assumption of Liabilities. At the Closing, Neither Buyer nor Buyer Parent shall assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer Seller or any of its affiliates except for the following which Buyer Parent hereby expressly assumes pursuant to this Section 1.2 as of the Closing Date on the terms and subject to the conditions set forth in this Agreement (the "Assumed Liabilities"): (i) the Transferred Agreements but only to the extent liabilities or obligations thereunder are incurred after the Closing Date; (ii) those liabilities and obligations (including any purchase orders) set forth on Schedule 1.2, provided that Schedule 1.2 may be updated prior to the Closing Date to reflect up to $50,000 of additional liabilities (of the type specified thereon as of the date hereof) incurred by Seller after the date hereof and prior to the Closing Date in the ordinary course of business consistent with past practices and in compliance with this Agreement; and (iii) sales or transfer taxes but only to the extent specified in Section 5.12. Nothing set forth herein shall constitute the transfer to, or the assumption by, Buyer or Buyer Parent of any liability, duty or obligation of Seller or any of its affiliates, whether contingent or otherwise and any and all Liabilities of Seller or any of its affiliates of any kind that are not specifically enumerated in this Section; provided thatAssumed Liabilities shall remain solely the responsibility of Seller and its applicable affiliates (the "Excluded Liabilities"). Without limiting the foregoing, Excluded Liabilities shall also include any Liabilities for (w) product liability on products sold by the avoidance Seller on or prior to the Closing Date, (x) the Retained Environmental Liabilities, (y) any Taxes (other than Transfer Taxes for which Buyer is responsible pursuant to Section 5.12) attributable to the operation of doubt, the provisions Business or the Assets for all taxable periods (or portions of this Section 3 shall not be construed such periods) ending on or prior to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding Closing Date and (z) the transactions contemplated by this AgreementBenefits Liabilities (other than accrued vacation pay to the extent specified on Schedule 1.2).

Assumption of Liabilities. At On and subject to the Closingterms and conditions of this Agreement, Buyer shall assume and agree to pay, perform and discharge as and when due, each and become responsible for all of the following Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Xxxxxxx Polymer Seller under this Agreement (or under any side agreement between Seller on the Subsidiaries one hand and Buyer on the other hand entered into on or after the date of this Agreement); (collectively, the “Assumed Liabilities”): (ae) all trade accounts payable of Xxxxxxx Polymer or claims against Seller related to the Subsidiaries included in Hyatt Claims and the Closing Net Asset Value StatementSeller Claims set forth on Schedule 2.1(i); (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (df) all liabilities and obligations arising under the Contracts any Assigned Contract (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets all liabilities for any breach, act or omission under Section 2(bany Assigned Contract) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty arising on or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement."

Assumption of Liabilities. At On, from and after the ClosingEffective Time, Buyer shall assume and agree to duly and timely pay, discharge, defend and perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): : (a) any and all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities obligations and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations Sellers under the Contracts (other than Assumed Contracts, the Excluded Contracts Licenses and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) Station Licenses to the extent reflected in that such obligations and liabilities arise or accrue on or after the Closing Net Asset Value StatementEffective Time, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatand, for the avoidance of doubt, it is hereby acknowledged and agreed that Buyer shall assume and agree to duly and timely pay (i) all payment obligations under the provisions SpectraSite Agreements due on or after the Effective Time and (ii) all payment obligations of Sellers under the Monroe Agreements for capital expenditures relating to KARD’s digital buildout due on or after the Effective Time; (b) liabilities and obligations of Sellers that are to be assumed by Buyer under Section 7.1; (c) any and all liabilities and obligations of Sellers to the extent accrued as a current liability on the Closing Balance Sheet and for which Buyer receives an adjustment to the Purchase Price as part of Net Working Capital pursuant to Sections 2.5 and 2.6; and (d) any and all liabilities and obligations of Sellers for any advance payments or deposits for which Buyer receives an adjustment to the Purchase Price as part of Net Working Capital pursuant to Sections 2.5 and 2.6. All of the foregoing under this Section 3 2.7, together with other liabilities or obligations expressly assumed by Buyer under this Agreement or any other document, agreement or instrument required of Buyer under this Agreement, are referred to herein collectively as the “Assumed Liabilities”. Sellers shall not be construed to affect any retain all liabilities of any SubsidiarySellers other than the Assumed Liabilities (such retained liabilities, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement“Retained Liabilities”).

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Purchaser shall assume assume, effective as of the Closing, and agree to payshall timely perform, perform pay and discharge as and when duein accordance with their respective terms, each and all of the following liabilities and obligations Liabilities of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable Liabilities resulting from, arising out of Xxxxxxx Polymer or related to the Subsidiaries included in Purchased Contracts that are incurred or required to be paid, performed or otherwise discharged on or after the Closing Net Asset Value Statement; Date, other than for breaches or violations of such Purchased Contracts occurring prior to the Closing Date; (b) all accrued liabilities Liabilities arising out of, relating to or with respect to the employment or performance of services by any Transferred Employee from and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in after the Closing Net Asset Value Statement; Date and Liabilities assumed by Purchaser pursuant to Section 8.5 of this Agreement; (c) all other liabilities of Liabilities arising from the Business included in Products sold by Purchaser after the Closing Net Asset Value Statement; Date, relating to product liability, warranty, refund or similar claims or returns, adjustments, allowances or repairs. (d) Liabilities constituting, or arising in connection with, accounts payable to Catena Holding b.v. with respect to the Catena Agreement from and after the Closing Date (regardless of when incurred), as set forth on Schedule 2.3(d) of the Seller Disclosure Schedule (the “Purchaser Assumed Accounts Payable”); (e) excise, value added, registration, recording, documentary, filing, conveyancing, sales, use, stamp, transfer, real or personal property, ad valorem and other similar Taxes applicable to the transfer of the Purchased Assets, to the extent set forth in Sections 11.1(a) and 11.1(b); (f) all liabilities and obligations under other Liabilities with respect to the Contracts Products, the Purchased Assets or the Transferred Employees arising after the Closing (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of those, if any, expressly retained by Seller pursuant to this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries and, solely with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior Inventory, all Liabilities arising after the applicable Inventory Transfer Date; (g) Liabilities for Taxes relating to the Closing. The parties acknowledge and agree Purchased Assets for all taxable periods (or portions thereof) beginning after the Closing Date, apportioned as set forth in Section 11.1(b); and (h) all other Liabilities that the liabilities are expressly assumed by Buyer Purchaser under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. At (a) Upon the terms and subject to the conditions of this Agreement, including the indemnification provisions of Section 10.01 and the provisions of Section 1.04(b), Purchaser shall, effective as of the Closing, Buyer shall assume and (1) agree to cause the Transferred Entity to pay, perform and discharge as and when due, each and all of the following its obligations, liabilities and obligations commitments of Xxxxxxx Polymer any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (“Liabilities”), and (2) assume, and shall pay, perform and discharge when due, all Liabilities of Seller or any other member of the Seller Group (other than the Transferred Entity), in each case to the extent such Liabilities arise out of or relate to the Transferred Assets, the Business or the Subsidiaries operation or conduct of the Business prior to, on or after the Closing Date, other than the Retained Liabilities (clauses (1) and (2) collectively and other than the Retained Liabilities, the “Assumed Liabilities”), which Assumed Liabilities shall include (in each case, other than the Retained Liabilities): (i) all Liabilities to the extent included on the Closing Date Statement, as finally determined after resolution of all disputes in accordance with Section 2.03(b); (ii) all ordinary course Liabilities to the extent arising out of, or relating to, the operation or conduct of the Business or the ownership of the Transferred Assets prior to the Closing, that are not required to be reflected on the Closing Date Statement; (iii) all Liabilities of Seller or any other member of the Seller Group under the Transferred Contracts and the Transferred Permits; (iv) all accounts payable and accrued liabilities to the extent such Liabilities arise out of or relate to the operation or conduct of the Business; (v) all Liabilities of Seller or any other member of the Seller Group to the extent arising out of or relating to products manufactured or sold by the Business at any time, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims to the extent relating to such products; (vi) all Environmental Liabilities to the extent at any time arising out of or relating to the Business, the Transferred Real Property, the ownership, operation or conduct of the Business or the ownership or operation of, or activities conducted at, the Transferred Real Property; (vii) all Liabilities in respect of any Action, pending or threatened, and claims, whether or not presently asserted, to the extent at any time arising out of or relating to the operation or conduct of the Business; (viii) solely to the extent such Liabilities are expressly assumed by Purchaser pursuant to Section 6.06, (A) employment and employee benefit-related Liabilities with respect to Transferred Employees and their dependents and beneficiaries (regardless of when or whether such Liabilities arose, arise, were or are incurred) arising out of or relating to any Business Benefit Plan or Business Benefit Agreement other than the Retained Benefit Liabilities (the “Benefit Plan Liabilities”) and (B) all employment and employee Liabilities arising out of or relating to the operation or conduct of the Business; (ix) all Liabilities for (A) Taxes arising out of or relating to or in respect of the Business, the Transferred Assets or the Transferred Entity for any Post-Closing Tax Period, including the Post-Closing Tax Period of a Straddle Period and (B) one-half of any Transfer Taxes (collectively, the “Assumed Tax Liabilities”): ); and (ax) all trade accounts payable Liabilities reflected on the Balance Sheet other than (A) reserves for any other Liabilities with respect to which Purchaser is otherwise indemnified hereunder and (B) Liabilities discharged after the date of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Balance Sheet. (b) all accrued liabilities Notwithstanding any other provision of this Agreement to the contrary, (1) Purchaser shall not assume or have any liability in respect of any Retained Liability, each of which shall be retained and rebate obligations of Xxxxxxx Polymer shall be paid, performed and discharged when due by Seller or the Subsidiaries included other applicable member of the Seller Group and (2) as between the parties to this Agreement, the Transferred Entity shall not be obliged to pay, perform and discharge any Liability that is a Retained Liability (and Seller shall indemnify the Purchaser Indemnitees in accordance with Article X from and against any Liability of the Transferred Entity that is a Retained Liability but continues to be a Liability of the Transferred Entity after the Closing Net Asset Value Statement; (c) all other liabilities by operation of Law). For the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) purposes of this Agreement); and (e) to , “Retained Liabilities” shall mean the extent reflected in the Closing Net Asset Value Statement, warranty following Liabilities of Seller or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations member of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.Seller Group:

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume and agree to paywill assume, perform and discharge effective as and when due, each and all of the Closing Date, and will, from and after the Closing Date, perform, satisfy and discharge, only the following liabilities and obligations Liabilities of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable of Xxxxxxx Polymer Accounts Payable, Accrued Expenses, all accrued but unpaid vacation days up to the Closing Date or the Subsidiaries included in applicable Transfer Date for each Employee who becomes a Transferred Employee, and Accrued Rebates whether arising prior to, on or after the Closing Net Asset Value Statement; Date; (b) all accrued liabilities Liabilities of Seller under the Assigned Real Property Leases, Assigned Contracts and rebate obligations Assigned Approvals (including all Liabilities arising out of, or relating to, any termination or announcement or notification by any third party of Xxxxxxx Polymer an intent to terminate any such Contract or Approval), and all Liabilities of Seller in respect of the Subsidiaries included instrument described on Schedule 3.6(b)(iv), but in each case only to the extent relating to the period from and after the Closing Net Asset Value Statement; Date; (c) all other liabilities Liabilities arising out of the Business included or relating to employment, or service or compensation, employee benefits or termination of employment or service with respect to any Transferred Employees and their respective dependents and beneficiaries, in each case, in respect of service after the Closing Net Asset Value StatementTime, except as expressly set forth to the contrary in Section 6.5 (but subject to the reimbursement obligations of Buyer therein); and (d) all liabilities Liabilities arising out of, relating to, or otherwise in respect of, the Radiopharmacy Business or Purchased Assets in respect of the period from and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in after the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementDate.

Assumption of Liabilities. At (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Purchaser shall assume assume, effective as of the Closing, and agree to pay, shall timely perform and discharge as and when duein accordance with their respective terms, each and all only the specific liabilities of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Sellers set forth below (collectively, the “Assumed Liabilities”): ): (ai) all trade accounts Current accruals and related Cure Costs for those Accepted Contracts (including Accepted Real Property Leases and Accepted Intellectual Property Licenses) which Purchaser directed Sellers to accept pursuant to Section 8.12 for which Purchaser has not changed its direction prior to the Closing, or as to any Accepted Contract which Purchaser directed Sellers to accept pursuant to Section 8.12 where the hearing to determine the amount of Cure Costs is not held until after the Closing Date, current accruals and Cure Costs for such Accepted Contracts will be paid by Purchaser to the applicable counterparty promptly after an Order determining the amount of such Cure Costs is entered by the Bankruptcy Court (unless Purchaser has changed its direction to assume prior to entry of such Order); (ii) Current wages, salary and commissions for Employees payable by Sellers (provided, however, Assumed Liabilities shall be deemed to not include any other obligation to, or benefits for, Employees including any severance, continuation, bonuses or benefits payable in connection with change of Xxxxxxx Polymer control provisions or otherwise, except to the Subsidiaries included extent specifically assumed pursuant to Sections 2.3(a)(iii), 2.3(a)(iv), and 2.3(a)(v)); (iii) Up to $438,000 in Current bonuses payable pursuant to incentive plans for sales employees and retail store employees existing as of the date hereof; (iv) accrued vacation costs for the Continuing Employees to the extent accrued on Seller’s books and records as of the Closing; (v) costs for reimbursement claims of Continuing Employees submitted after the Closing and related to medical and dental costs incurred by the Continuing Employees prior to Closing; (vi) Current premiums under insurance policies that are Purchased Assets; (vii) Current payroll Taxes payable by the Sellers in connection with the operation of its Business on or prior to the Closing Date; (viii) Current Trade Payables existing on the Closing Date (including accrued but unbilled Trade Payables); (ix) quarterly U.S. Trustee fees accrued and unpaid through the Closing Date; (x) real and personal property taxes and any miscellaneous secured claims related to Purchased Assets allowed in the Bankruptcy Case with priority over the liens of the First Lien Lenders and the Second Lien Lenders; (xi) Transfer Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement to the extent not exempt under Section 1146(c) of the Bankruptcy Code or otherwise; (xii) Current sales and use Taxes and similar Taxes including gross receipts Taxes plus up to an additional $645,000 of sales and use Taxes and similar Taxes including gross receipts Taxes (including, solely for this purpose, the Michigan Single Business Tax) whether incurred before or after the Petition Date; (xiii) any other accrued and unpaid expenses or obligations incurred by the Sellers prior to the Closing Net Asset Value StatementDate that Purchaser expressly agrees to assume in a writing signed by an executive officer of Purchaser that specifically refers to this Section 2.3(a)(xiii) delivered to the Company prior to the Closing Date; (xiv) up to $25,000,000 of Liabilities arising after the Petition Date in the Ordinary Course of Business that would have been recorded as “Customer Accommodations” in the line item “Accrued Liabilities” in a consolidated balance sheet of the Business prepared in accordance with GAAP and using the same accounting principles, policies and practices used in the preparation of the December Financial Statements; and (xv) up to an aggregate of $3,000,000 in Winddown Costs, to be paid by Purchaser upon presentation by Debtors of invoices reflecting the payee, the amounts due and other reasonable documentation. (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer Nothing in this Section 2.3 shall prohibit Purchaser from asserting or the Subsidiaries included pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in the Closing Net Asset Value Statement; equity. (c) all other liabilities To the extent that any Liability under any clause of Section 2.3(a) exceeds the Business included aggregate amount of such Liability specifically assumed by Purchaser pursuant to such clause, Purchaser shall, in the Closing Net Asset Value Statement; (d) all liabilities its sole and obligations absolute discretion, select which of such Liabilities it shall assume pursuant to such clause. Any such Liability under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets any such clause shall be deemed selected to be assumed by Purchaser under such clause if Purchaser makes payment or otherwise satisfied such Liability. In no event will Purchaser be required to or deemed to assume any Liability under any clause of Section 2(b) of this Agreement); and (e2.3(a) to the extent reflected it exceeds any dollar limitation in the Closing Net Asset Value Statement, warranty such clause or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include is otherwise outside any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated limitation in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementsuch clause.

Assumption of Liabilities. (a) At the Closing, Buyer Xxxxxxxxx and the Sellers shall execute and deliver the Xxxx of Sale pursuant to which the Sellers shall assign and Xxxxxxxxx shall assume and agree to payfully (i) perform, pay and discharge all trade accounts payable and accrued liabilities which were incurred in the ordinary course of business of the Business and are accrued or outstanding on the Closing Date (“Accounts Payable and Accrued Expenses”) up to a maximum amount not to exceed $4,675,000; (ii) perform and discharge in accordance with their terms those obligations outstanding as and when due, each and all of the following Closing Date in respect of Contracts to the extent such obligations do not arise from the pre-Closing breach, default or violation under any such Contracts; and (iii) perform and discharge in accordance with their terms those liabilities directly arising after the Closing Date in connection with any contracts which Xxxxxxxxx has requested be transferred to it pursuant to Section 1.1(a) but which have not been so transferred due to the failure to obtain the consent or approval required for such transfer, provided that Xxxxxxxxx has requested and received the same economic benefit of such contract pursuant to Section 1.2(b) and such liability shall not have arisen as a result of the Sellers’ breach, default or violation under any such contract (the obligations of Xxxxxxx Polymer or the Subsidiaries set forth in (i), (ii) and (iii), collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; ). (b) all accrued Except as otherwise provided in this Agreement, Xxxxxxxxx shall not assume any other of the liabilities of the Sellers and rebate Xxxxxxxxx shall not be or become liable for any claims, demands, liabilities or obligations to the extent that such liability arises out of Xxxxxxx Polymer or is related to the conduct of the Business by the Sellers or the Subsidiaries included in ownership or operation of the Assets on or prior to the Closing Net Asset Value Statement; (c) all other Date. Without limiting the foregoing, Xxxxxxxxx shall not at the Closing assume or agree to perform, pay or discharge any liabilities of the Business arising from the operation of the Business prior to Closing other than the Assumed Liabilities and liabilities arising as a result of the breach of the terms of this Agreement by Xxxxxxxxx, and the Sellers shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Sellers that are not Assumed Liabilities to the extent such obligations, liabilities and commitments arise out of or relate to the conduct of the Business on or prior to the Closing Date (other than liabilities arising as a result of the breach of the terms of this Agreement by Xxxxxxxxx) (the “Retained Liabilities”), including but not limited to: (i) Severance, termination or other payments or benefits (including but not limited to post-retirement benefits or accrued vacation pay unless included as part of Accounts Payable and Accrued Expenses assumed under Section 1.3(a)) owing under any severance policy, union contract or employment agreement to any employees (union or non-union), sales agents, distributors or independent contractors employed by the Sellers prior to the Closing (collectively, “Sellers’ Employees”), liabilities arising under any federal, state or local “plant closing law” including without limitation under the federal WARN Act, liabilities accruing under the Sellers’ employee benefit plans (except as provided in Section 9.5), retirement plans, pension plans or savings or profit sharing plans and liabilities for any Employee Benefit Plan (as defined in Section 2.19), including but not limited to any obligations under Section 601 through 608 of ERISA or under COBRA (each as defined in Section 2.19); (ii) Liabilities for Workers’ compensation claims or audit adjustment premiums; (iii) Liabilities for any federal, state, local or foreign income Taxes (including interest, penalties or additions to such taxes), whether assessed, audited, or billed or not at Closing or any deferred income taxes or any Michigan single business taxes owed by or asserted against the Sellers (“Income Taxes”); (iv) Liabilities which arose from any actions, events, or incidents which occurred prior to the Closing Date in connection with violations of or liability under Environmental Laws (as defined in Section 2.22) and environmental liabilities imposed by the Leases listed on Schedule 2.8 (as such Leases are in effect as of the date hereof), if any, except to the extent such violations or liabilities result from activities subsequent to the Closing Date including the action or inaction of Xxxxxxxxx after the Closing Date, but excluding the action of the Sellers after the Closing Date that gives rise to liability under Environmental Laws (“Pre-Closing Environmental Liabilities”); (v) Liabilities which arose from actions, assessments pending or for any actions, events, or incidents incurred prior to the Closing Date in connection with violations of occupational safety, wage, health, welfare or employee benefit laws, except to the extent such violations result from the action or inaction of Xxxxxxxxx subsequent to the Closing Date; (vi) Liabilities primarily arising out of or relating to the Excluded Assets; (vii) Except to the extent such taxes are the responsibility of Xxxxxxxxx pursuant to Section 12, any tax (including but not limited to any federal, state, or local income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred in connection with, the transfer of motor vehicles in connection with the sale of the Assets; (viii) Liabilities or debts owed to any sales representatives, agents, contractors, whether in oral or written agreements, other than those specifically listed and included in the Closing Net Asset Value Statement; Assumed Liabilities; (dix) all liabilities and obligations under Liabilities for borrowed money of the Contracts Sellers; (other than x) Liabilities arising by reason of any action, inaction, or otherwise of the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries Sellers prior to the Closing. The parties acknowledge Closing Date that constituted either an infringement of the intellectual property rights of a third party, liabilities arising from product liability, or warranty claims for products manufactured or sold by Sellers prior to the Closing Date; and (xi) Liabilities for Accounts Payable and agree that the liabilities assumed by Buyer under this Agreement shall consist only Accrued Expenses in excess of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement$4,675,000.

Assumption of Liabilities. At Effective as of the ClosingClosing Date, Buyer shall the Assignee will assume and agree to pay, perform and discharge discharge, as and when due, and indemnify and hold the Assignor harmless from and against, (i) each and all liability listed in Schedule 1.3 being liabilities relating to the Business (ii) each obligation of the following Assignor to be performed after the Closing Date with respect to the Transferred Assets and the Assigned Contracts and (iii) each other liability of the Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and obligations only to the extent that such liability is due to the actions of Xxxxxxx Polymer the Assignee (or any of the Subsidiaries Assignee's affiliates (other than the Assignor), representatives or agents) after the Closing Date (collectively, the “"Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer "). The Assignee shall not assume, and shall not be obligated to pay, perform or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer discharge, any liability or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities obligation of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (Assignor other than the Assumed Liabilities (whether or not related to the Transferred Assets or Business) (collectively, the "Excluded Contracts Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by the employee agreements Assignor with respect to the Business, the Transferred Assets or the Assigned Contracts, for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignor shall remain obligated to pay, perform and employee benefit plans excluded as assets discharge and to indemnify and hold the Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the prospectus attached hereto (the "Prospectus") under Section 2(b) of this Agreement); and (e) the caption "Legal Proceedings", shall be Excluded Liabilities except to the extent reflected expressly assumed as provided in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementSchedule 1.3.

Assumption of Liabilities. At On the Closingterms and subject to the conditions contained in this Agreement, at Closing Buyer shall assume assume, become liable for and agree to pay, perform discharge and discharge perform, as and when duethe case may be, each and all of the following liabilities and obligations of Xxxxxxx Polymer Liabilities, whether incurred or arising before or after the Subsidiaries Closing Date, other than Excluded Liabilities (collectively, the “"Assumed Liabilities”): "): (a) all trade accounts payable Liabilities of Xxxxxxx Polymer Seller relating exclusively to the ownership or conduct of the Subsidiaries included Business reflected on the Year-End Balance Sheet or incurred in the Closing Net Asset Value Statement; ordinary course of business but not required by GAAP to be reflected thereon, or incurred in the ordinary course of business since the Balance Sheet Date; (b) all accrued liabilities Liabilities associated with the Assumed Contracts, customers and rebate obligations suppliers arising from the conduct of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Business; (c) all Other than as set forth in Section 1.6(a), Liabilities for Taxes with respect to the ownership or use of the Purchased Assets or the conduct or operation of the Business; (d) Other than as set forth in Section 1.6(c) and (e), Liabilities under Welfare Benefit Plans that are fully self-insured by Seller, vacation, bonuses, commissions, sick leave, short-term and long-term disability benefits and workers' compensation benefits, with respect to any Employees or former Employees of the Business; and (e) Other than as set forth in Section 1.6(f), Liabilities relating to any Action asserted against Seller that is set forth on Schedule 2.12 or any other liabilities Action arising out of the ownership or use of the Purchased Assets or the conduct or operation of the Business included in the Closing Net Asset Value Statement; by Seller (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree provided that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and foregoing shall not include any other liabilities limit the effectiveness of Seller's representations pursuant to Article 2 or obligations of Xxxxxxx Polymer which are not specifically enumerated Buyer's right to indemnification in this Section; provided that, for the avoidance of doubt, accordance with the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementArticle 10).

Assumption of Liabilities. At (a) On the terms and subject to the conditions set forth in this Agreement, Purchaser shall assume, at the Closing, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of only the following liabilities and obligations Liabilities of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): (ai) all trade accounts payable the obligations and liabilities set forth on Schedule 1.3(a) (the “Transferred Liabilities”) to be delivered by Seller to Purchaser at Closing, which Transferred Liabilities shall not exceed an amount necessary to make the representation in Section 2.15 accurate as of Xxxxxxx Polymer the Closing; (ii) the obligations and liabilities relating to the operation of the Business by Purchaser or the Subsidiaries included in Transferred Assets that first arise after the Closing Net Asset Value StatementClosing; (iii) the obligations and liabilities of Seller under the Transferred Contracts that first arise after the Closing; and (iv) the wages, salaries or other Liabilities relating to the Transferred Employees with respect to the employment of such Transferred Employees for the period of time that they are employed by Purchaser or any of its Affiliates following the Closing. (b) all accrued Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume any liabilities and rebate or obligations of Xxxxxxx Polymer Seller (whether or not related to the Transferred Assets or the Subsidiaries included in Business and whether or not incurred prior to, at or following the Closing Net Asset Value Statement; (cClosing) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and Assumed Liabilities (the employee agreements and employee benefit plans excluded as assets “Retained Liabilities”). Specifically, but not in limitation of the foregoing sentence, the following Liabilities shall be deemed to be Retained Liabilities: (i) any actual or alleged breach of or default under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty any Transferred Contract occurring on or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing; (ii) any violation of a Legal Requirement, product liability, tort or infringement occurring on or prior to the Closing; (iii) any Proceeding relating to any of the foregoing. The Retained Liabilities shall also include any and all Liabilities with respect to the employment of the employees of the Business that arise from or relate to the period of time that such employees were employed by the Seller or any of its Affiliates, any and all Liabilities that arise from or relate to the termination of any such person’s employment with the Seller or any of its Affiliates, and any and all Liabilities related to the Seller Plans (as such term is defined in Section 2.17). (c) The parties acknowledge and agree that any Liabilities associated with any property Taxes payable by any party hereto in connection with the liabilities assumed Business for a Tax period including the Closing Date, or any refunds, credits or offsets of such property Taxes associated with the Business for such period, will be allocated between Purchaser, on the one hand, and Parent and Seller, on the other hand, on a straight-line proportionate basis for any such Tax period based on the number of days the Business is controlled by Buyer under this Agreement shall consist only Parent and Seller prior to the Closing and the number of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for days the Business is controlled by Purchaser following the Closing. For the avoidance of doubt, the provisions of this Section 3 preceding sentence shall not be construed apply to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated income Taxes or Taxes covered by this AgreementSection 1.4.

Assumption of Liabilities. (a) At the Closingclosing, Buyer Purchaser shall assume and agree to become responsible for, and shall thereafter pay, perform perform, and discharge as and when due, each and all of only the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): ): (ai) all Seller’s trade accounts payable of Xxxxxxx Polymer payables related to the Business and reflected on either the Estimated Working Capital Statement or the Subsidiaries included in Closing Date Working Capital Statement, but only to the Closing Net Asset Value Statement; extent incurred by Seller within 45 days prior to Closing; (bii) all those certain accrued liabilities and rebate obligations expenses (other than expenses that are Retained Liabilities) of Xxxxxxx Polymer or Seller related directly to the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities operation of the Business included set forth in the Closing Net Asset Value Statementaccounts listed on Schedule 2.3(a)(ii), but only to the extent incurred by Seller within 45 days prior to Closing; and (diii) all liabilities and obligations of Seller arising on or after the Closing Date under the Contracts listed on Schedule 2.3(a)(iii) (the “Assumed Contracts”), other than Retained Liabilities. (b) Notwithstanding anything to the contrary contained in Section 2.3(a), Purchaser shall not assume, and shall have no liability under or by reason of this Agreement for any obligations, duties, or liabilities relating to Seller’s operation of the Business other than the Excluded Contracts and Assumed Liabilities, including, without limitation, any of the employee agreements and employee benefit plans excluded as assets under following (collectively, the “Retained Liabilities”): (i) all accrued expenses of Seller not included in Section 2(b2.3(a)(ii), including the accounts set forth on Schedule 2.3(b)(i); (ii) any liability related to Benefit Plans of Seller; (iii) any product liability or warranty claims (express or implied) of this Agreement); and third parties (eincluding any Affiliate of Seller) to the extent reflected in the Closing Net Asset Value Statement, warranty arising out of or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect relating to products and/or services provided, or sold by Xxxxxxx Polymer or the Subsidiaries Seller prior to the Closing. The parties acknowledge and agree Closing Date; (iv) any liability under any Assumed Contract that arises out of or relates to any breach or violation that occurred prior to the liabilities assumed Closing Date; (v) any liability that arises out of or relates to obligations for the repayment of Debt by Buyer Seller or any Affiliate; (vi) any liability under any Contract that is not an Assumed Contract; (vii) any liability of any Person, except for the Assumed Liabilities of Seller; (viii) any liability for COBRA continuation for any employee of Seller with a qualifying event prior to the Closing Date; (ix) any liability for workers’ compensation claims incurred prior to the Closing Date; (x) any liability not directly related to the ownership of the Purchased Assets and/or not incurred in the Ordinary Course of Business; (xi) any liability of Seller or any Member arising out of or relating to the execution, delivery, or performance of this Agreement shall consist only or any Ancillary Agreement; (xii) any liability of any Member or Seller arising from or relating to any action taken by Seller, or any failure on the part of Seller to take any action, at any time after the Closing Date; (xiii) any liability of Seller arising from or relating to any claim or proceeding against Seller pending on or incurred prior to the Closing Date, including, without limitation, those Assumed Liabilities described in this Section 3 and shall not include proceedings set forth on Schedule 5.8 ; (xiv) any other liabilities liability of Seller or obligations any Member for the payment of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatany Tax, including, without limitation, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities Taxes (A) of any Subsidiaryother Person, which liabilities will remain with the applicable Subsidiary notwithstanding whether as transferee, successor, by contract or otherwise, including Interpoint Partners, Inc., a California corporation, and Interpoint Partners, LLC, a California limited liability company, and (B) resulting from, or arising in connection with, the transactions contemplated by this Agreement, and (C) Taxes with respect to the Purchased Assets arising on or prior to the Closing Date or with respect to any Tax periods (or portions thereof) ending on or prior to the Closing Date; (xv) any liability or obligation of any Person relating to a Hazardous Substance in connection with the Business or the Leased Real Property that arises out of or relates to any action that occurred prior to the Closing Date; (xvi) any liability of Seller to any Affiliate of Seller or any Affiliate of any Member, including but not limited to any liability arising out of or related to any loans, management fees, and any accrued interest related thereto, from or owed to any Affiliate of Seller or any Affiliate of any Member; (xvii) any liability under any Assumed Contract, if either (A) Seller shall not have obtained or (B) Purchaser shall not have waived in writing Seller’s obligation hereunder to obtain, on or prior to the Closing Date, any consent required to be obtained by the terms of such Assumed Contract from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under such Assumed Contract; (xviii) any liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any breach of, (A) any representation or warranty made by Seller or any Member in this Agreement or any Ancillary Agreement, or (B) any covenant or obligation of Seller or any Member contained in this Agreement or any Ancillary Agreement; or (xix) any liability of Seller arising from the termination of the employment of Xxxxx Xxxxx or Xxxxx Xxxxxxxxx.

Assumption of Liabilities. At (a) Subject to and upon the Closingterms and conditions of this Agreement, Buyer shall effective as of the Closing Date, Purchaser agrees to assume from Sellers and agree to thereafter pay, perform and and/or otherwise discharge as and when due, each and all of in a timely manner only the following liabilities and obligations Liabilities of Xxxxxxx Polymer or Sellers to the Subsidiaries extent that such Liabilities are not Excluded Liabilities (collectively, the “Assumed Liabilities”): ): (ai) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in Liabilities arising from and after the Closing Net Asset Value Statement; Date under the Assumed Contracts other than Liabilities arising from any tort, infringement or violation of law by Sellers that occurred (bor arose from facts occurring) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in prior to the Closing Net Asset Value Statement; Date, and (cB) all other liabilities Liabilities arising from any breach or default of any Assumed Contracts to the Business included in extent occurring (or arising from facts and/or activities occurring) on or prior to the Closing Net Asset Value Statement; Date; (dii) all liabilities and obligations under the Contracts Accounts Payable (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in on the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or ); (iii) the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or Lease; and (iv) the Subsidiaries prior Warranty Reserve (to the Closing. The parties acknowledge and agree that extent reflected on the liabilities assumed by Buyer under this Agreement Closing Statement). (b) Nothing herein shall consist only be deemed to deprive Purchaser or any Affiliate of those Purchaser of any defenses, set-offs or counterclaims which Sellers may have had or which Purchaser, or Purchaser, shall have (to the extent relating to the Assumed Liabilities) to any of the Assumed Liabilities described in this Section 3 (the “Defenses and shall not include any other liabilities or obligations Claims”). Effective as of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatthe Closing, for the avoidance of doubtSellers agree to assign, the provisions of this Section 3 shall not be construed transfer and convey to affect any liabilities of any SubsidiaryPurchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementsecure, perfect and enforce such Defenses and Claims.

Assumption of Liabilities. At (a) Except as otherwise specifically provided in this Section 1.4, (i) in connection with the Closingtransfer of the Assets from Seller to Holdings, Buyer Holdings shall assume and agree to pay, perform and discharge or perform, as and when dueappropriate, each and all of the following liabilities and obligations of Xxxxxxx Polymer Seller (1) that accrue or arise after the Subsidiaries (collectivelyClosing under the leases of the Leased Properties, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts Holdings Contracts, and the employee agreements Equipment Leases and employee benefit plans excluded as assets under Section 2(b(2) of this Agreementthose that are set forth on SCHEDULE 1.4(A) (the "ASSUMED LIABILITIES"); and (eii) at the Closing, Purchaser shall agree to cause Holdings to pay, discharge or perform, as appropriate, the extent reflected Assumed Liabilities. (b) Notwithstanding Section 1.4(a), it is expressly understood that, other than obligations and liabilities expressly assumed in the Closing Net Asset Value StatementSection 1.4(a), warranty Purchaser shall not be liable for, and shall not assume, any of Seller's or product return Holdings' obligations of Xxxxxxx Polymer or the Subsidiaries with respect liabilities, whether known or unknown, matured or unmatured, fixed or contingent, including but not limited to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries liabilities relating to events occurring prior to the Closing. The parties acknowledge and agree , any Taxes (as hereinafter defined, other than those prorated as of the Closing Date), or any liabilities under any Employee Benefit Plans (as hereinafter defined) of Seller or Holdings, it being expressly agreed that the liabilities assumed by Buyer under this Agreement upon Closing, Seller shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or remain liable for all obligations of Xxxxxxx Polymer which are Holdings incurred prior to Closing, other than Assumed Liabilities. Seller shall remain obligated to pay and discharge any of its liabilities and obligations not specifically enumerated expressly assumed hereby. Seller hereby agrees that it will indemnify Purchaser as set forth in this Section; provided that, Section 6.2 for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated Seller not expressly assumed by this AgreementPurchaser pursuant to Section 1.4(a).

Assumption of Liabilities. At (a) Upon and subject to the Closingterms and conditions of this Agreement, the Buyer shall assume and agree to paybecome responsible for, perform from and discharge as and when dueafter the Closing, each and all of only the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Liabilities (collectively, the “Assumed Liabilities”): ): (ai) all trade accounts the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of Xxxxxxx Polymer the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Subsidiaries Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Net Asset Value Statement; . The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all accrued liabilities Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities Sellers and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those their respective Affiliates not constituting Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementLiabilities.

Assumption of Liabilities. At As of and after the ClosingClosing Date, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of only the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries responsibilities (collectively, the “Assumed Liabilities”): ), and no others: (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; capital leases set forth on Schedule 2.3(a); (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; trade payables set forth on Schedule 2.3(b); (c) all other liabilities the pending litigation against the Acquired Assets or the Business set forth on Schedule 2.3(c); provided, however, that Buyer shall not assume any pending litigation matter (and the parties shall cause Schedule 2.3(c) to be amended to remove any pending litigation matter) if and to the extent that (i) Buyer has elected, by written notice to Company given at any time prior to the expiration of the Business included Due Diligence Period, to not assume such pending litigation, or (ii) Buyer and Company are unable to mutually agree upon a dollar value to assign to the liability of Company associated with such pending litigation after good faith negotiations during the Due Diligence Period in the Closing Net Asset Value Statement; accordance with Section 2.6(a)(ii) below; (d) the performance obligations of each Seller under all liabilities Assumed Contracts, but solely with respect to performance obligations arising after the Closing Date; provided, however, that Buyer shall have assumed substantially all of the outstanding Contracts that are not subject to either (i) any dispute with or adverse claim by any Seller or the other contracting party, or (ii) any pending or threatened litigation, and obligations under provided, further, however that subject to the Contracts prior proviso, Buyer shall not assume any Contract (other than the Excluded Contracts and the employee agreements parties shall cause Schedule 2.1(h) to be amended to remove any Contract from the list of Assumed Contracts) if and employee benefit plans excluded as assets under Section 2(bto the extent that Buyer has elected, by written notice to Company given not less than five (5) of this Agreement)Business Days prior to Closing, to not assume such Contract; and and (e) to all other Contracts entered into by any Seller after the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations date of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries this Agreement but prior to the Closing. The parties acknowledge and agree that the liabilities assumed Closing which were consented to in writing by Buyer under this Agreement prior to their execution by such Seller. Schedule 2.1(h) shall consist only of those Assumed Liabilities be amended prior to the Closing to include all Contracts described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementclause (e) above.

Assumption of Liabilities. At (a) On the Closingterms and subject to the conditions, Buyer including Section 6.2, set forth in this Agreement, on the Closing Date, the debts, liabilities and obligations of the Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall assume be assumed by the Contributing Partner in connection with the transfer of Assets to it and agree shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, perform and discharge as and when dueall such debts, each and all of the following liabilities and obligations when due: (i) All obligations arising after the Closing Date under the Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent that such obligation arises out of Xxxxxxx Polymer a violation of such Contract or Lease prior to the Closing Date; (ii) All obligations under purchase orders accepted by the Contributor or its Contributed Subsidiaries in the ordinary course of business of the Contributed Business prior to the Closing Date that are not filled as of the Closing Date; (iii) Current accrued expenses related to employee vacation and lag- week accruals for employees that become Partnership Employees; (iv) All obligations and liabilities, of every kind and nature, without limitation, arising out of, in connection with or related to the ownership, operation or use after the Closing Date of the Assets or the Subsidiaries Contributed Business; (collectively, v) Seven Year PCCL Claims to the “extent the aggregate thereof does not exceed $7,000,000; (vi) Third Party Claims that are related to Pre-Closing Contingent Liabilities and that are first asserted seven years or more after the Closing Date; (vii) The obligations for indebtedness described on Schedule 2.5(a)(vii); (viii) [Reserved]; (ix) All Liabilities associated with products sold after the Closing Date regardless of when manufactured; (x) The long-term liabilities set forth on Schedule 2.5(a)(x); and (xi) Any other Liability specifically assumed by the Partnership pursuant to the terms of this Agreement. The liabilities and obligations assumed by the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; ." (b) all accrued liabilities and rebate obligations On the Closing Date, the Partnership shall deliver to the Contributor an instrument of Xxxxxxx Polymer or assumption of the Subsidiaries included Assumed Liabilities substantially in the Closing Net Asset Value Statement; form attached hereto as Exhibit F (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this "Assumption Agreement"); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. At Except as otherwise expressly set forth herein or, if applicable, in the ClosingInterim Servicing Agreement, Buyer upon the satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, Purchaser shall assume and agree to pay, perform and discharge as and when duethe following obligations, each and all without the execution or delivery of any additional document, on the Closing Date: 1. All of the following liabilities and obligations of Xxxxxxx Polymer Seller arising after the Cut-Off Time to perform under the Cardholder Agreements, and the Security Agreements included in the Accounts to be Sold (excluding obligations for Account Benefits pursuant to Article III); and 2. All of the obligations of Seller arising after the Cut-Off Time to perform with respect to the Accounts to be Sold under any Requirements of Law, except for those charges: (a) arising from Seller’s violation on or before Cut-Off Time to any Requirements of Law; or (b) arising from or relating to any special assessments with respect to periods up to and including the Subsidiaries Cut-Off time (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or ). Prior to the Subsidiaries included in Conversion Date, the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities payments to be made by Purchaser to Seller under this section shall be made pursuant to Article III of the Business included in Interim Servicing Agreement. 3. Except as provided above, Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the Closing Net Asset Value Statement; (d) operation of the Seller’s business prior to, at or after the Cut-Off Time. 4. Seller expressly retains all liabilities and obligations under liability arising out of or from the Contracts (other than the Excluded Contracts Account Benefits, including, but not limited to, points and the employee agreements and employee benefit plans excluded as assets under Section 2(b) cost of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations possible redemption of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries such points prior to the ClosingCut-Off Time. The parties acknowledge Purchaser assumes liability for points and agree that redemption thereof after the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementCut-Off Time.

Assumption of Liabilities. At (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume and shall thereafter be obligated for, and shall agree to pay, perform and discharge as in accordance with their terms, the following obligations and when due, each and all liabilities of the following Seller Parties, LIN or their respective Affiliates, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities and obligations of Xxxxxxx Polymer arising with, or the Subsidiaries (collectivelyrelating to, the “Assumed Liabilities”): operation of the Station, including the owning or holding of the Purchased Assets, that are attributable to the period from and after the Closing Date; (aii) all trade accounts payable of Xxxxxxx Polymer or and accrued expenses reflecting expenses and costs incurred by the Subsidiaries included Business in the Closing Net Asset Value Statement; ordinary course prior to the Closing, to the extent constituting Current Liabilities; (biii) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Assumed Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) except to the extent reflected in that such liabilities or obligations were required by the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect terms thereof to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries be discharged prior to the Closing. The parties acknowledge ), in each case, excluding any liability or obligation relating to a breach or alleged breach thereof by the Seller Parties, LIN or their respective Affiliates; (iv) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (v) all liabilities and agree that the liabilities obligations expressly assumed by the Buyer under this Agreement shall consist only or its Affiliates pursuant to Section 6.2 hereof. All of those the foregoing to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities described in this Section 3 and Liabilities.” (b) The Buyer shall not include assume or be obligated for any other of, and the Seller Parties, LIN and their respective Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge all of, their liabilities or obligations of Xxxxxxx Polymer which are any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not specifically enumerated expressly assumed by the Buyer Parties under Section 2.3(a) (herein referred to as “Excluded Liabilities”) and, notwithstanding anything to the contrary in this Section; provided thatSection 2.3(a), each of the following shall be Excluded Liabilities for the avoidance of doubt, the provisions purposes of this Agreement: (i) except as otherwise set forth in Section 3 shall not be construed to affect 6.1 hereof, all liabilities in respect of Taxes of the Seller Parties, LIN or their respective Affiliates; (ii) other than as set forth in Section 6.2, any of the liabilities of obligations under the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates (including, without limitation, all Employee Plans) and any Subsidiaryassets of any such agreement, which plan or arrangement; (iii) all liabilities, including with respect to severance, relating to any former employee of a Seller Party, LIN or any of their Affiliates, except for liabilities will remain with relating to Transferred Employees expressly assumed pursuant to Section 6.2; (iv) any intercompany payables of the applicable Subsidiary notwithstanding Business owing to any of the transactions contemplated by Affiliates of the Seller Parties or LIN; and (v) any of Seller Parties', LIN’s and their respective Affiliates’ liabilities or obligations under this AgreementAgreement or the Ancillary Agreements.

Assumption of Liabilities. At As of the ClosingEffective Time, Buyer shall assume shall, pursuant to a Xxxx of Sale, Assignment and agree to Assumption Agreement, substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale, Assignment and Assumption Agreement”), assume, pay, and perform and discharge as and when due, each and all of in accordance with their terms only the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable of Xxxxxxx Polymer or Seller outstanding as of the Subsidiaries included Effective Time and incurred in the Ordinary Course of Business that are listed (by creditor and invoice) on Schedule 1.03(a), which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Asset Value Statement; Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Assumed Accounts Payable”); (b) all current liabilities for accrued liabilities but unused vacation pay, sick pay and rebate obligations personal time off as of Xxxxxxx Polymer or the Subsidiaries included in Effective Time, and any accrued wages, salaries, bonuses and commissions (including payroll Taxes attributable to such amounts) that are listed on Schedule 1.03(b) and owing to Transferred Employees, which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Asset Value Statement; Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Employee Accruals”); (c) all other liabilities accrued expenses of Seller, including Employee Accruals, that are outstanding as of the Effective Time and incurred in the Ordinary Course of Business that are listed (by creditor and invoice) on Schedule 1.03(c) (excluding, in any event, all Taxes other than payroll Taxes to the extent included in Employee Accruals pursuant to Section 1.03(b)), which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Asset Value StatementWorking Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Assumed Accrued Expenses”); and (d) all liabilities and obligations arising under the Purchased Contracts (other than “Deferred Revenue”), the Excluded Contracts Purchased Leases and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) Real Property Leases, but only to the extent reflected that such liabilities and obligations are first required to be performed on or after the Effective Time and arise out of the written terms or, to the extent described in the Closing Net Asset Value StatementSchedule 1.01(h) or Schedule 1.01(i), warranty oral terms of such Purchased Contracts, Purchased Leases and Real Property Leases as provided by Seller to Buyer, and specifically excluding liabilities and obligations for breaches of such Purchased Contracts, Purchased Leases and Real Property Leases, if any, resulting from acts or product return obligations omissions of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries Seller prior to or as of the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under Effective Time, including, without limitation, any liability arising from any transfer or assignment pursuant to this Agreement shall consist only in contravention of those Assumed Liabilities described in this Section 3 such Purchased Contracts, Purchased Leases and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementReal Property Leases.

Assumption of Liabilities. At the Closing, Buyer shall assume assume, and agree to thereafter pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or (the Subsidiaries (collectively, the “Assumed Liabilities”): "ASSUMED LIABILITIES"): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under of Sellers arising after the Closing relating to the Acquired Contracts, including, without limitation, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Acquired Contracts (other than such cure costs are, collectively, the Excluded Contracts "CURE COSTS"); (b) all liabilities and obligations arising after the employee agreements Closing relating to the Acquired Assets; (c) except as set forth in Section 1.4(a), all liabilities and employee benefit plans excluded as assets obligations of any Seller relating to the Acquired Assets and arising under Section 2(bany Environmental Law; (d) the accounts payable of this AgreementSellers that exist at the Closing Date of the type set forth on the Reference Balance Sheet (the "ACCOUNTS PAYABLE"); and ; (e) to the extent reflected in all liabilities and obligations of Sellers as of the Closing Net Asset Value StatementDate for real and personal property Taxes that are set forth on Schedule 1.3(e); provided, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree however, that in no event shall the liabilities assumed by Buyer under this Agreement Section 1.3(e) exceed $42,000,000; (f) all liabilities and obligations of Sellers as of the Closing Date for vacation pay for any hourly employees of Seller in excess of $10,000,000; provided, however, that in no event shall consist only the liabilities assumed under this Section 1.3(f) exceed $20,000,000; (g) fifty percent of those Assumed Liabilities all liabilities and obligations of Sellers as of the Closing Date for vacation pay for any salaried employees of Sellers; provided, however, that in no event shall the liabilities assumed under this Section 1.3(g) exceed $6,500,000 (the liabilities described in this Section 3 1.3(g), together with the liabilities described in Section 1.3(e) and shall Section 1.3(f), are hereinafter collectively referred to as the "SPECIFIED LIABILITIES"); (h) the operating liabilities of the Railroad Subsidiaries, Columbus Coatings Company and Columbus Processing Company, LLC (excluding any collective bargaining agreement or employee benefit plan not include listed on Schedule 1.1(d) or Schedule 1.1(r)); (i) all liabilities and obligations of the Railroad Subsidiaries arising out of, or relating to, public or private street, bridge, underpass or other crossings imposed by the regulations or orders of any regulatory or licensing agency, or by agencies or governmental bodies responsible for preserving the public health or safety; and (j) all liabilities and obligations arising from or relating to the Acquired Benefit Plans; and (k) all liabilities and obligations for damages to Persons or property (including, without limitation, liabilities and obligations to repair or replace, or to refund the sales price (or any other liabilities related expenses)) relating to alleged defects in (i) products sold by Sellers after the Petition Date or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for arising under warranties issued by Sellers after the avoidance of doubt, Petition Date or (ii) buildings or structures that have been manufactured by Sellers after the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with Petition Date or that incorporate products sold or manufactured by Sellers after the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementPetition Date.

Assumption of Liabilities. At (a) Subject to the Closingterms and conditions hereof, at Closing the Buyer Parties shall assume and agree to pay, perform pay and discharge as and when due, each and all of due the following liabilities relating to the Assets and obligations of Xxxxxxx Polymer existing at or arising on or after the Subsidiaries Closing Date (collectively, the “Assumed Liabilities”): ): (ai) all liabilities, obligations and commitments relating exclusively to the Business or the Assets that are (x) reflected on the Audited Balance Sheet or (y) incurred after the date of the Audited Balance Sheet in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement, except, in each case, for (A) liabilities related to product liability claims, (B) Environmental Liabilities and Costs, (C) liabilities for Taxes, (D ) liabilities in respect of Employees or Seller Benefit Plans except to the extent specifically assumed by Buyer pursuant to Article VI, and (E) intercompany accounts payable which do not represent trade accounts payable payable; (ii) liabilities, obligations and commitments (x) arising out of Xxxxxxx Polymer the agreements set forth on Schedule 2.7(a) (or not required to be set forth therein because of the Subsidiaries included in amount involved), but not including any obligation or liability for any breach thereof occurring prior to the Closing Net Asset Value StatementDate or (y) listed on Schedule 1.3(a)(ii); and (iii) liabilities in respect of Transferred Employees to the extent specifically assumed by Buyer pursuant to Article VI. (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer At Closing, Buyer shall, or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities shall cause one of the Business included in Buyer Parties to, assume the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described by executing and delivering to Seller an assumption agreement in this Section 3 and a form reasonably satisfactory to Seller (the “Assumption Agreement”) or shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated assume the foreign Assumed Liabilities in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain accordance with the applicable Subsidiary notwithstanding the transactions contemplated by this respective Foreign Acquisition Agreement.

Assumption of Liabilities. At the Closing(a) Except as set forth in Section 2 (b) below, Buyer CFC shall assume and agree to pay, perform and discharge as and when due, each any and all liabilities of the following liabilities Sellers related exclusively to the Business set forth in clauses (i), (ii), (iii) and obligations of Xxxxxxx Polymer or the Subsidiaries (iv) below (collectively, the “"Assumed Liabilities”): "): (ai) all trade accounts payable The obligations of Xxxxxxx Polymer or the Subsidiaries included Sellers under the contracts described in Schedule l(a)(v) and the contracts which are entered into in the ordinary course of the Business and consistent with past practices from the date hereof to the Closing Net Asset Value Statement; Date to the extent that such contacts are uncompleted and outstanding because, in the ease of purchase contracts, services have not been rendered to the Sellers or products or supplies have not been received by the Sellers, as the case may be, prior to the Closing Date and, in the case of sales contracts, products have nor been shipped by the Sellers prior to the Closing Date; (ii) The obligations of USSC under National Institute of Standards and Technology Cooperative Agreement No. 70NANB7H3065 (referred to as the "NIST Agreement"). (iii) The obligations and liabilities, including product liabilities, relating to products manufactured or sold by Purchasers after the date of Closing and relating to the Business. (iv) All other liabilities and obligations arising out of or resulting from the conduct of the Business after the date of the Closing. (b) all accrued liabilities Accounts and rebate obligations other payables arising out of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities conduct of the Business included are specifically not assumed by the Purchasers and will be paid by Sellers when due. (i) To the extent that the assignment of any contract or any license, permit, approval or qualification issued or to be issued by any government or agency or instrumentality thereof relating to the Business or the Purchased Assets including, without limitation, the Permits (defined below) to be assigned to the CFC or Alexion pursuant to this Agreement shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. The Sellers shall use its reasonable commercial efforts, and the CFC or Alexion 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 CFC and Alexion in any reasonable arrangement requested by CFC or Alexion designed to provide to the Purchasers the benefits under any such contract license, permit, approval or qualification and the Permits, including enforcement of any and all rights of the Sellers against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise. (ii) Seller agrees to cooperate to the extent reasonably necessary to obtain approval of an Assignment of Seller's interest in the Closing Net Asset Value Statement; NIST Agreement to Alexion. This includes, without limitation, executing of any letters requested by Alexion directed to persons or entities designated by Alexion indicating that Sellers will no longer involved in the performance of the NIST Agreement and that the performance of its obligations will be undertaken by Alexion. Sellers shall also execute any other letters Alexion reasonably requires to obtain approval of the assignment of the NIST Agreement to Alexion. (d) all liabilities and obligations under Obligations of the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) Sellers relating to the extent reflected in Business but not assumed by Purchasers herein shall constitute the "Excluded Liabilities", which shall remain the responsibility of the Sellers after the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or be obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementPurchasers.

Assumption of Liabilities. At (a) Upon the terms and subject to the conditions set forth herein, simultaneously with the Closing, Buyer shall assume and agree to be liable for, and shall pay, perform and discharge as in accordance with their respective terms, only those Liabilities of Seller and when duethe Selling Affiliates set forth in clauses (i) through (vi) below, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): ); provided, that Assumed Liabilities shall under no circumstance include, and Buyer shall not and shall not be deemed to have assumed or to be liable for, any Excluded Liabilities: (ai) all trade accounts payable Liabilities of Xxxxxxx Polymer or Seller and the Subsidiaries included Selling Affiliates arising under (A) any Real Property Lease to the extent arising after the Closing and (B) any Purchased Contracts, except that in the Closing Net Asset Value Statement; case of clauses (bA) and (B) Buyer shall not assume or agree to pay, discharge or perform any Liabilities arising out of any breach by Seller or any Selling Affiliate of any provision of any Real Property Lease or Purchased Contract; (ii) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other current liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected existing as of Closing and taken into account in the calculation of Closing Net Asset Value StatementWorking Capital as finally determined; (iii) Transfer Taxes to the extent designated the responsibility of Buyer pursuant to Section 7.5; (iv) the Continuing Employee Liabilities; (v) all Warranty Obligations and Recall Obligations; and (vi) all Liabilities to the extent arising out of the Actions set forth on Schedule 1.3(a)(vi). (b) Notwithstanding anything contained herein to the contrary, warranty Seller and the Selling Affiliates shall not be liable or product return obligations responsible for any of Xxxxxxx Polymer the following Liabilities: (i) all Product Liability Obligations arising out of, relating to, or otherwise in respect of any products (including any part or component) designed, manufactured, assembled or purchased by the Subsidiaries Business after the Closing or any services provided after the Closing; (ii) except for Excluded Liabilities, Liabilities arising under Environmental Law or with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior Hazardous Substances, in each case to the Closing. The parties acknowledge and agree that extent arising out of, or with respect to, facts, circumstances or conditions occurring after the liabilities assumed by Buyer under this Agreement shall consist only Closing with respect to the operation of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatthe Business after the Closing (including, for the avoidance of doubt, the provisions disposal or arrangement for disposal after the Closing, of this Section 3 shall Hazardous Substances at any location, whether or not be construed to affect any liabilities owned or operated by the Business); and (iii) except for Excluded Liabilities, all other Liabilities arising out of, or with respect to, the operation of any Subsidiarythe Business after the Closing (collectively, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement“Post-Closing Operational Liabilities”).

Assumption of Liabilities. At (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Purchasers and the Purchaser Designees shall assume, and thereafter pay and fully satisfy and perform when due in accordance with their respective terms, all liabilities and obligations of the Target Non-Purchased Entities, whether known or unknown, contingent or otherwise and whether arising or relating to any act or omission occurring before, on or after the Closing Date, other than the Excluded Liabilities and the H&T Assumed Liabilities (such liabilities being referred to herein collectively as the "ASSUMED LIABILITIES"), including without limitation, the following: (i) all obligations and liabilities of Target or any Target Subsidiary to indemnify and to maintain directors' and officers' liability insurance with respect to the directors, officers, employees, fiduciaries and agents of Urban Shopping Centers, Inc. and Urban Shopping Centers, L.P. to the extent required by Section 6.8 of that certain Agreement and Plan of Merger dated as of September 25, 2000, by and among Target, Hexalon, Head Acquisition, L.P., Head Acquisition, Corp., Urban Shopping Centers, Inc. and Urban Shopping Centers, L.P.; (ii) all obligations and liabilities of Hexalon, Urban Shopping Centers, L.P. and Head Acquisition, L.P. pursuant to the Urban Tax Indemnification Agreement; and (iii) all obligations and liabilities in respect of Assumed Taxes in accordance with ARTICLE VI hereof. (b) Notwithstanding the foregoing, Purchasers, the Purchaser Designees and the Parent Entities shall not assume and agree to pay, perform and discharge as and when due, each and all or be bound by any of the following liabilities and or obligations of Xxxxxxx Polymer Target or any of the Subsidiaries Target Non-Purchased Entities (the "EXCLUDED LIABILITIES"): (i) except as provided in Section 2.3(b)(ii), liabilities that arise after the Closing Date in respect of (A) any operations or activities of any Target Non-Purchased Entity that occur after the Closing Date or (B) any Retained Assets; (ii) liabilities that arise from any act or omission of any agent, officer, managing or supervisory director or employee of Target or any Target Non-Purchased Entity that occurs after the Closing Date, other than liabilities (other than Excluded Taxes) that arise out of the good faith actions of any agent, officer, employee or managing or supervisory director of any Target Non-Purchased Entity taken, and reasonably necessary to effect the distribution of the Purchase Price to Target's shareholders in accordance with the terms and conditions of the Protocol; (iii) all obligations and liabilities in respect of Excluded Taxes; and (iv) (A) Sections 4.5(d) and 7.5 of the Third Amended and Restated Agreement of Limited Partnership of Urban Shopping Centers, L.P. and the related undertakings by Hexalon and Target, (B) Section 10.1 of the Amended and Restated General Partnership Agreement of KI-Kravco Associates, by and among Kravco, Inc. and XXX Xxxxxx XX, Xxx., xxxxx Xxxxxxxx 00, 0000; and Section 10.1 of the Third Amended and Restated General Partnership Agreement of Kravco Company, by and among Kravco, Inc. and RNA- Kravco III, Inc., dated November 12, 1998 and (C) any other covenants restricting the ability of any Target Non-Purchased Entity from conducting business in any manner or location (clauses (A), (B) and (C) collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement"NON-FINANCIAL COVENANTS"); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. (a) At the Closing, Buyer Purchaser shall assume and agree to payshall become responsible for the payment, perform performance and discharge as and when due, each and satisfaction of all of the following liabilities Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and obligations (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of Xxxxxxx Polymer or the Subsidiaries Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the “"Assumed Liabilities”): (a) all trade accounts payable "). Notwithstanding the assumption of Xxxxxxx Polymer or the Subsidiaries included in Assumed Liabilities by Purchaser, the Closing Net Asset Value Statement; Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities All Liabilities of the Business included Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Closing Net Asset Value Statement; Company, any Seller or any ERISA Affiliate for the Hired Employees (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreementany amount attributable to any such Employee Benefit Plan); and (eii) to the extent reflected in the Closing Net Asset Value Statementany claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, warranty reimbursement or product return obligations other benefits payable by reason of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries any charges incurred prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and Closing Date. (c) Purchaser shall not include assume or become liable for any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities Liability of any SubsidiarySCT Seller that is not an Assumed Liability, which liabilities will remain with whether or not related to the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementPurchased Assets.

Assumption of Liabilities. At From and after the ClosingClosing Date, Buyer shall assume and agree to fully pay, discharge, satisfy and perform and discharge as and when due, each and all of the following liabilities or obligations listed in clauses (a) through (g) of this Section 2.3, whether now existing or hereafter arising, primary or secondary, direct or indirect, known or unknown, fixed or contingent, and specifically excluding any Excluded Liabilities; provided, however, that clauses (a)-(e) and (g) of this Section 2.3 shall not include any liabilities or obligations in respect of Xxxxxxx Polymer or the Subsidiaries Taxes, which shall be governed exclusively by clause (collectivelyf) herein (such assumed debts, obligations, liabilities and commitments are collectively referred to herein as the “Assumed Liabilities”): ): (a) all trade accounts payable All obligations, liabilities and commitments of Xxxxxxx Polymer Seller, the Selling Subsidiaries or any of their respective Affiliates to the extent arising under or relating to the Transferred Contracts or the Subsidiaries included Transferred Authorizations and Certifications, in each case to the extent relating to the period on and after the Closing Net Asset Value Statement; Date or arising or incurred on or after the Closing Date, except to the extent any such obligation, liability or commitment constitutes an Excluded Liability pursuant to Section 2.4; (b) all accrued All obligations, liabilities and rebate obligations commitments to the extent accruing, arising out of Xxxxxxx Polymer or relating to the operation or conduct of the Business or the Subsidiaries included use or ownership of the Purchased Assets, in each case after the Closing Net Asset Value Statement; Date, including obligations, liabilities and commitments in respect of any and all products sold by the Business on or after the Closing Date (including in respect of product liability claims), except to the extent any such obligation, liability or commitment constitutes an Excluded Liability pursuant to Section 2.4; (c) All obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns, spoils, unsaleables, and warranty claims to the extent exclusively attributable to the sale of Products by the Business prior to, on or after the Closing Date in accordance with the ordinary course of business and, if applicable, the terms of the Transferred Contracts, except as otherwise provided in Section 2.4(d)(i) and except for trade promotions, consumer promotions, rebates, volume discounts or coupons, which are the subject of Sections 2.3(d) and (e); (d) All obligations, liabilities and commitments for trade promotions, consumer promotions, rebates or volume discounts set forth on Schedule 2.3(d) or offered in compliance with Section 5.3(b)(vii) (other than coupons, which are the subject of Section 2.3(e)), exclusively relating to Products to the extent sold by the Business on or after the Closing Date; (e) All obligations, liabilities or commitments for manufacturer’s coupons relating to Products which coupons are (i) (x) set forth on Schedule 2.3(e) or issued in compliance with Section 5.3(b)(vii), (y) issued, granted, delivered or otherwise made available before the Closing Date and (z) received by the clearinghouse for reimbursement more than 75 days after the Closing Date, but solely to the extent such Products are sold on or after the Closing Date; or (ii) issued, granted, delivered or otherwise made available by Buyer on or after the Closing Date; (f) Subject to Section 8.3, all other liabilities for Taxes arising as a result of Buyer’s operation of the Business included in or ownership of the Purchased Assets arising as of the time that is immediately after the Closing Net Asset Value Statementand half of any Transfer Taxes in accordance with Section 6.1; and (dg) all All obligations, liabilities and obligations under commitments from (i) the Contracts advertising and media commitments set forth in Schedule 2.3(g) or (other than ii) advertising or media commitments entered into or assumed by Seller or any of the Excluded Contracts and Selling Subsidiaries on or after the employee agreements and employee benefit plans excluded as assets under Section 2(b) date of this Agreement in accordance with the terms of this Agreement); , in each case of clause (i) and (e) ii), exclusively in respect of the operation of the Business to the extent reflected in on or after the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementDate.

Assumption of Liabilities. At Subject to the Closingexceptions and exclusions of this SECTION 2.3, Buyer shall Purchaser agrees that on the Closing Date, Purchaser will assume and agree to pay, perform and discharge as and pay when due, each and all of due the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed "Liabilities”): "): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included All liabilities reflected in the Closing Net Asset Value Statement; Balance Sheet Report dated as of the Measurement Date (except as hereinafter expressly set forth); (b) all accrued liabilities Liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included incurred in the Ordinary Course of Business between the Measurement Date and the Closing Net Asset Value StatementDate, which do not otherwise constitute violations of any of the representations, warranties, covenants, agreements or obligations of Seller set forth herein; however, notwithstanding the foregoing or any provisions hereof to the contrary, the term "Liabilities" shall not include, and Purchaser shall not assume nor be deemed to have assumed, any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, nor any of the following: (i) accrued income taxes, (ii) deferred income taxes, (iii) accrued franchise taxes, (iv) any tax imposed on Seller or any Affiliate of Seller, as a result of or in connection with the operation of the Business, (v) any of the liabilities or expenses of Seller incurred in negotiating and carrying out its obligations under this Agreement; (dvi) all liabilities and any obligations of Seller or any Affiliate of Seller under the Contracts any employee stock or benefits agreements; (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(bvii) of this Agreement); and (e) to the extent reflected in any obligations incurred by Seller on or before the Closing Net Asset Value Statement, warranty or product return obligations Date except as otherwise specifically assumed by Purchaser pursuant to this SECTION 2.3; (viii) any of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described set forth in this Section 3 and shall not include SCHEDULE 3.22; (ix) any other -------------- liabilities or obligations incurred by Seller in violation of, or as a result of Xxxxxxx Polymer which are not specifically enumerated in Seller's violation of, this SectionAgreement; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect nor (x) any liabilities arising from sales of any Subsidiary, which liabilities will remain with products or services on or before the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing Date.

Assumption of Liabilities. At (a) Buyer assumes no liabilities of, or related to, CRM. Except as expressly set forth in Section 2.5(b), neither the execution of this Agreement nor the consummation of the transactions contemplated herein shall obligate Buyer to pay any fixed or contingent, known or unknown, secured or unsecured obligation, debt or liability of Seller or any Shareholder, whether arising before or after the Closing, Buyer it being the express intention of the parties that Seller and the Shareholders shall assume be responsible for the payment of all their respective obligations, debts and agree liabilities, including, but not limited to, indebtedness to banks and other financial institutions, indebtedness to current and former employees, officers, directors or shareholders of Seller, and, liability for payment of any and all accrued and unpaid salaries and wages, sick pay, perform vacation pay, time off or pay in lieu thereof, and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; any employee benefit due any employee. (b) all accrued liabilities and rebate Notwithstanding the foregoing, Buyer agrees to assume the following obligations of Xxxxxxx Polymer or Seller, and no others (the Subsidiaries included in the Closing Net Asset Value Statement; "Assumed Liabilities"): (ci) all other liabilities obligations of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations Seller under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(bset forth on Schedule 2.5(b) of this Agreement); and (e) hereto, but only to the extent reflected that performance of such obligations is to occur after Closing, or payment of sums due thereunder are in consideration for products or services rendered to Buyer after the Closing Net Asset Value Statement, warranty Date; (ii) accounts payable then current and as agreed to in writing by Buyer and Seller at or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to Closing; and (iii) accrued payroll for the employees of Seller that will be employed by Buyer or an Affiliate of Buyer immediately after the Closing. The parties acknowledge , and agree that associated payroll taxes for the liabilities assumed Seller's current payroll period in which the Closing Date occurs, as agreed to in writing by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities Seller at or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed prior to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing.

Assumption of Liabilities. At Upon the terms and subject to the conditions of this Agreement, Asset Buyers agree, effective at the time of Closing, Buyer shall to assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable liabilities arising in connection with or related to the operation of Xxxxxxx Polymer or the Subsidiaries included in Business by Buyers subsequent to the Closing Net Asset Value Statement; Closing, to the extent not constituting Excluded Liabilities; (b) all liabilities in respect of trade creditors accrued liabilities and rebate obligations of Xxxxxxx Polymer on the Reference Balance Sheet, or the Subsidiaries included incurred in the Closing Net Asset Value Statement; (c) all other liabilities ordinary course of business following the Reference Balance Sheet Date, and not discharged as of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) Closing, but only to the extent reflected in the Closing Net Asset Value StatementBalance Sheet; (c) liabilities, warranty obligations and commitments of any Seller under the Acquired Contracts but only to the extent such liabilities, obligations and commitments arise either (i) in the period from and after the Closing or product return obligations (ii) in any period prior to Closing, and, in the case of Xxxxxxx Polymer (ii) only, to the extent reflected in the Closing Balance Sheet; (d) Environmental Liabilities arising from or related to the ownership or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer operation of the Business or the Subsidiaries Purchased Assets subsequent to the Closing; (e) (i) liabilities, obligations and commitments to the customers of the Business for products manufactured on or prior to the Closing by the Business based on damage or quality claims and (ii) product liability arising out of products manufactured on or prior to the Closing. The parties acknowledge and agree that ; (f) other than as set forth in Section 6.07(c), liabilities in respect of value added Taxes, if any, arising in connection with the transaction contemplated hereby and, in accordance with Section 6.07(b), one-half of Transfer Taxes; (g) liabilities arising subsequent to the Closing pursuant to a Key Employee Salary Continuation Agreement but only with respect to termination of a Key Employee’s employment by Buyer Parent or an Affiliate thereof subsequent to the Effective Time; (h) all of the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described TCMS, Inc., except as provided for in this Section 3 and shall not include any 2.04(g); or (i) other liabilities listed or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementdescribed on Schedule 2.03(i).

Assumption of Liabilities. At (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, Buyer shall assume and shall thereafter be obligated for, and shall agree to pay, perform and discharge as and when duein accordance with their terms, each and all of only the following obligations and liabilities of Seller, Tribune or any of their respective Subsidiaries, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) all liabilities and obligations arising with, or relating to, the operation of Xxxxxxx Polymer the Stations, including the owning or holding of the Purchased Assets, on and after the Closing Date; (ii) all liabilities and obligations to the extent relating to the Business or the Subsidiaries (collectivelyPurchased Assets arising out of Environmental Laws, excluding all such liabilities and obligations that, to the “Assumed Liabilities”): (a) all trade accounts payable Knowledge of Xxxxxxx Polymer or the Subsidiaries included in Seller, have arisen prior to the Closing Net Asset Value Statement; or that are reasonably likely to arise following the Closing; (biii) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Contracts included as Purchased Assets, in each case only to the extent that such liabilities or obligations accrue on or after the Closing Date; (iv) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Buyer for any Tax period, (B) any Prorated Taxes for the Excluded Contracts portion of any Straddle Period beginning on or after the Closing Date (determined in accordance with Section 6.1) and (C) any Transfer Taxes that are the employee agreements responsibility of Buyer pursuant to Section 6.1; and (v) all liabilities and employee benefit plans excluded obligations of Buyer or its Affiliates pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder are referred to herein as assets the “Assumed Liabilities.” (b) Buyer shall not assume or be obligated for any of, and Seller or Tribune or any of their respective Subsidiaries, as applicable, shall solely retain, pay, perform, discharge and be obligated with respect to all of its liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, not expressly assumed by Buyer under Section 2(b2.3(a) (herein referred to as “Excluded Liabilities”) and, without limiting the generality of the foregoing and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Seller, Tribune or any of their respective Subsidiaries, as applicable, for any Tax period, (B) any Prorated Taxes for the portion of any Straddle Period prior to the Closing Date (determined in accordance with Section 6.1); , and (eC) any Transfer Taxes that are the responsibility of Seller pursuant to Section 6.1; (ii) other than as set forth in Section 6.2, any of the extent reflected in liabilities or obligations under the Closing Net Asset Value Statementbenefit or compensation agreements, warranty plans or product return arrangements sponsored or maintained by Seller, Tribune or any of their respective Affiliates (including, without limitation, all Employee Plans); (iii) any intercompany payables of the Business owing to Seller, Tribune or any of their respective Affiliates, as applicable; (iv) any liabilities or obligations of Xxxxxxx Polymer Seller, Tribune or any of their respective Subsidiaries, as applicable, under this Agreement, the Merger Agreement or the Subsidiaries Seller Ancillary Agreements (except as set forth in Section 6.2(c)); (v) any liabilities or obligations, including forfeiture expenses, arising from any complaints with the FCC in respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries of events that occurred prior to the Closing. The parties acknowledge ; and (vi) all liabilities and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities obligations arising with, or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubtrelating to, the provisions operation of this Section 3 shall not be construed the Stations, including the owning or holding of the Purchased Assets, prior to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing Date.

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Buyer the Purchaser shall assume from the Sellers (and agree to thereafter pay, perform perform, discharge or otherwise satisfy in accordance with their respective terms), and discharge as the Sellers shall irrevocably convey, transfer and when dueassign to Purchaser, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Liabilities (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable Liabilities and obligations under the Assigned Contracts (other than those which are not assignable under Section 365 of Xxxxxxx Polymer the Bankruptcy Code or as to which Consent is required to be obtained from any Person in order to permit the Subsidiaries included in sale or transfer of the Assigned Contract) arising out of the conduct of the Business from and after the Closing Net Asset Value Statement; Date; (b) all accrued liabilities and rebate obligations any Liabilities arising out of Xxxxxxx Polymer the conduct of the Business or the Subsidiaries included ownership of the Purchased Assets, in each case, from and after the Closing Net Asset Value Statement; Date; (c) all other liabilities open purchase orders arising out of the Business included in conduct of the Closing Net Asset Value Statement; Business, including inventory held at NXP set forth on Schedule 1.3(c) (the “NXP Purchase Orders”); (d) all liabilities Taxes related to the operation of the Business by Purchaser attributable to periods or portions thereof beginning on or after the Closing Date, including, without limitation, Liabilities for Taxes attributable to the ownership of the Purchased Assets from and obligations under after the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and Closing Date; (e) the obligation to the extent reflected in credit to all Transferred Employees all vacation or other paid time off accrued or vested for each such Transferred Employee as of the Closing Net Asset Value StatementDate (“Assumed PTO”); (f) all Liabilities relating to amounts required to be paid by Purchaser under this Agreement; and (g) all Liabilities and transfer charges arising from third party licenses set forth on Schedule 1.3(g) (h) all Liabilities arising from the customer prepaid wafer starts from Philips Consumer Lifestyle B.V. and Xxxx-Werke GmbH & Co KG; (i) all Liabilities arising under the MSA; (j) cost and expenses associated with storage, warranty or product return obligations transportation, and related taxes of Xxxxxxx Polymer or the Subsidiaries acquired Business tangible assets held at sites other than where employees were transferred from; (k) with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubtlisted on Schedule 1.3(k), the provisions parties will each pay 50% of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementtotal costs; and (l) all Liabilities set forth on Schedule 1.3(l).

Assumption of Liabilities. At On the Closingterms and subject to the conditions contained herein and in the Ancillary Documents (including the retention of all rights and remedies under Article XVII of the Master Purchase Agreement and under Articles VII and VIII hereto), Buyer the Purchaser shall assume and agree to pay, perform and discharge as and when due, each and in accordance with their terms all of the following obligations, debts and liabilities of the Seller and obligations of Xxxxxxx Polymer or the Subsidiaries no others (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable and other accrued expenses (other than any intracompany accounts payable) as of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Date, in each case that relate to the Assets, as reflected on the Accounting Records; (b) with respect to Mortgage Loans acquired by Xxxxxx Xxx, Freddie Mac or Xxxxxx Xxx from the Seller, the Failed Thrift or IndyMac Federal (“GSE Mortgage Loans”), all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in Seller under the Servicing Agreements from and after the Closing Net Asset Value Statement; Date; (c) with respect to Mortgage Loans other than GSE Mortgage Loans, all other liabilities of obligations imposed on the Business included in servicer under the Servicing Agreements from and after the Closing Net Asset Value StatementDate; and (d) all liabilities and obligations under of the Contracts Seller with respect to (other than i) the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreementlawsuits, judgments, claims or demands listed on Schedule 2.03(c); , and (eii) 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 Assets, but only to the extent reflected any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on Schedule 2.03(c), as determined by the Seller in its reasonable judgment (as evidenced by written notice thereof given to the Purchaser), if such determination is made (and such notice is provided) within sixty (60) days after the Closing Net Asset Value StatementDate, warranty or product return obligations by the mutual agreement of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or Purchaser and the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatSeller, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementif such determination is after such sixty (60)-day period.

Assumption of Liabilities. At the Closing, Buyer (a) Purchaser does not and shall not assume and or agree to payassume, perform and discharge as and when dueshall not acquire or take over, each and all of the following liabilities and obligations of Xxxxxxx Polymer the Sellers of any nature, direct, contingent or otherwise, except: (i) the Subsidiaries obligations which arise solely out of the actions of Purchaser with respect to its operation of the Acquired Businesses after the Closing Date; (ii) the Prorated Personal Property Taxes; (iii) the accounts payable, trade payables and accrued expenses to the extent included in the Closing Date Balance Sheet and the schedule attached thereto (which sets forth the calculation of the Assumed Liabilities) (collectively, the “"Balance Sheet Assumed Liabilities”): "); and (aiv) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations of the Sellers with respect to the performance after the Closing Date under the Contracts assigned to Purchaser hereunder to the extent expressly listed on EXHIBIT B-1, X-0, X-0 XX B-4 hereto or, if not listed on EXHIBIT B-1, X-0, X-0 XX B-4 only if, and to the extent that, Purchaser becomes aware of such Contract and knowingly exercises any of its rights thereunder after the Closing Date, which will be assumed by Purchaser at the Closing Date (other than all of such assumed liabilities and obligations in this SECTION 2.04(A)(I)-(IV) being hereinafter referred to as the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement"Assumed Liabilities"); and provided, however, in no event shall Purchaser assume (ei) any obligations for payments owed to the Practice relating to performance under the Business Management Agreement, or the Practice's operations, prior to the Closing Date (ii) any obligations for payments to any employee under an employment agreement to the extent relating to services prior to the Closing Date, except to the extent reflected on the Closing Date Balance Sheet and included in the calculation of the Working Capital Amount, or (iii) any obligation or commitment of the Company to grant any stock options to any of its employees including, without limitation, any obligation or commitment by the Company to grant stock options to any employee whose employment agreement has been assigned to Purchaser hereunder (e.g., any Assigned Contract). Notwithstanding any provision in this Agreement to the contrary, in no event will Purchaser assume any accrued liabilities or obligations under the Collective Bargaining Agreement other than liabilities and obligations arising from and after the Closing Net Asset Value Statementin the performance under such agreement. (b) Without limiting the generality of the foregoing, warranty it is expressly agreed that Purchaser shall have no liability or product return obligations obligation to, for, or in respect of: (i) any current or former employee or independent contractor of Xxxxxxx Polymer the Sellers or the Subsidiaries with respect Acquired Businesses (and their dependents or beneficiaries), except for liabilities or obligations arising solely and directly due to products and/or services sold the employment or engagement of any such person by Xxxxxxx Polymer Purchaser after the Closing; (ii) any Taxes of either of the Sellers arising or the Subsidiaries relating to any period prior to the Closing. The parties acknowledge and agree that Closing Date or any activity of either of the liabilities assumed by Buyer under this Agreement shall consist only Sellers prior to or after the Closing Date except for the Prorated Personal Property Taxes; (iii) any of those Assumed Liabilities described in this Section 3 and shall not include any other the liabilities or obligations of Xxxxxxx Polymer which either of the Sellers to the extent such liabilities or obligations are not specifically enumerated included as Assumed Liabilities in this Sectionthe schedules attached to the Closing Date Balance Sheets or otherwise expressly set forth in clauses (i), (ii), (iv) or (v) hereof; (iv) any of the liabilities or obligations of either of the Sellers relating to the performance under the Assigned Contracts prior to the Closing Date or relating to the performance, before or after the Closing Date under any Contract not listed on EXHIBITS B-1, X-0, X-0 xx B-4 hereto or otherwise not expressly assumed by Purchaser pursuant to SECTION 2.04(A)(IV) above; provided thator (v) any of the liabilities or obligations of either of the Sellers relating to the Vision World Acquisition Agreement, for Eye Care Acquisition Agreement, Drx Acquisition Agreement or the avoidance TCOL Agreement including, without limitation, any obligation to pay contingent consideration under Section 2.5 of doubt, the provisions of this Section 3 shall not be construed Vision World Acquisition Agreement. (c) Except with respect to affect any liabilities of any Subsidiary, which liabilities will remain obligations expressly assumed herein in connection with the applicable Subsidiary notwithstanding Assigned Contracts, Purchaser does not assume any obligation, liability or payment of the transactions contemplated Sellers or the Acquired Businesses associated with any Employee Benefit Plan or any other employee benefit arrangement or commitment covering employees or independent contractors of the Acquired Businesses immediately prior to the Closing Date including, without limitation, any continuation coverage required by this AgreementCOBRA group health continuation requirements for any employee or other "Qualifying Beneficiary" who has had a "Qualifying Event" (within the meaning of COBRA group health continuation requirements) on or before the Closing Date.

Assumption of Liabilities. At (a) Subject to Section 6.02(b) and Section 6.02(c), effective from and after the Closing, Buyer Purchaser and its Affiliates shall assume and agree be solely responsible for all employment and employee benefits-related Liabilities that arise on or after the Closing Date and that relate to Purchaser’s employment, from and after the Closing Date, of any Transferred Employee (or any dependent or beneficiary of such Transferred Employee) and, except as expressly provided herein, neither Seller nor any of its Subsidiaries shall have any Liability with respect to any such Transferred Employee (or any dependent or beneficiary of such Transferred Employee) that relates to such Transferred Employee’s employment with Purchaser or any of its Affiliates. (b) Seller and its Subsidiaries shall be responsible for, and Purchaser and its Affiliates shall not assume, honor, pay, perform perform, or reimburse Seller and discharge as its Subsidiaries for, any Liabilities of Seller, or any of its Subsidiaries, that have accrued, been incurred, or arise before the Closing Date, to or in respect of any Transferred Employee, including, but not limited to, earned but unpaid salaries, bonuses (including annual and when duetransaction stay bonuses), each vacation pay, sick pay, holiday pay, severance pay and other like obligations and payments, Seller equity awards (all of the following liabilities foregoing which Seller shall have the sole obligation to extinguish as applicable, and obligations pay out to any Transferred Employee); provided, however, that Purchaser shall assume all Liability for (i) accrued but unused vacation time where such Liability is required to be assumed by operation of Xxxxxxx Polymer or Law, (ii) under any change in control agreements with Transferred Employees set forth on Section 6.02(b) of the Subsidiaries Seller Disclosure Schedule, (collectively, iii) as provided in Part II of Section 6.01(a) of the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Seller Disclosure Schedule. (c) (i) Subject to compliance by Purchaser with its obligations under Section 6.01 hereof, as applicable to non-U.S. Transferred Employees and U.S. Employees respectively, from and after the Closing, Seller and its Subsidiaries shall be solely responsible for any and all other liabilities of Liabilities arising in connection with any actual or threatened claim by any non-U.S. Transferred Employee or U.S. Employee who does not become a Transferred Employee, that his employment in connection with the Business included or otherwise with Seller or any of its Subsidiaries has been actually or constructively terminated as a direct or indirect result of or otherwise in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain connection with the applicable Subsidiary notwithstanding consummation of the transactions contemplated by this Agreement.

Assumption of Liabilities. At On the terms and subject to the conditions set forth herein, from and after the Closing Date, Purchaser agrees to assume and discharge or perform when due the following debts, liabilities or obligations (the "Assumed Liabilities"): (a) all Accounts Payable; (b) all debts, liabilities and obligations under the Contracts to deliver finished case goods following the Closing under purchase orders of, or NY12528: 107491.4 commitments to, Persons other than Affiliates of Sellers or JVs entered into by Sellers, a Subsidiary of Sellers or a JV prior to the Closing; (c) all debts, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer the Businesses for Inventory ordered in the Ordinary Course of Business prior to the Closing Date and delivered after the Closing Date; (d) except as otherwise provided in Section 5.5, all debts, liabilities and obligations of Sellers or Subsidiaries of Sellers which relate to the Subsidiaries Transferred Employees arising on or after the Closing Date (collectively, excluding any accrued vacation relating to periods prior to the “Assumed Liabilities”): Closing Date); (ae) all trade accounts payable of Xxxxxxx Polymer liabilities and obligations for state, provincial and local real and personal property taxes that are imposed directly with respect to a Transferred Asset to the extent such Taxes relate to any period from or the Subsidiaries included in subsequent to the Closing Net Asset Value Statement; Date; (bf) all accrued debts, liabilities and rebate obligations of Xxxxxxx Polymer with respect to all actions, suits, proceedings, disputes, claims or investigations that relate to the Subsidiaries included Businesses, at law, in equity or otherwise arising from events occurring on or following the Closing Net Asset Value StatementDate; (g) except as provided in Section 5.19, all debts, liabilities and obligations which arise after the Closing Date out of the ownership or operation of the Real Property or any Transferred Assets occurring on or following the Closing Date; NY12528: 107491.4 (ch) all other debts, liabilities and obligations that Purchaser has expressly assumed or agreed to assume under this Agreement, including pursuant to Sections 5.5, 5.11, 5.12, 5.14, 5.16, 5.17 and 5.19 of the Business included in the Closing Net Asset Value Statementthis Agreement; and (di) all liabilities and obligations under the Contracts (other than the Excluded Contracts any Contract and the employee agreements and employee benefit plans excluded as assets all payments due under Section 2(b) of this Agreement); and (e) any Contract to the extent reflected in such payments arise after the Closing Net Asset Value StatementDate; provided, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries however, that Purchaser shall not assume any monetary obligation with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer Contracts which are not specifically enumerated listed on Schedule 2.1(b) in this Section; provided that, for excess of $250,000 in the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementaggregate.

Assumption of Liabilities. At (a) On the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties contained herein, in addition to purchasing and acquiring the Transferred Assets at the Closing, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of Purchaser hereby assumes only the following liabilities and obligations of Xxxxxxx Polymer or Sellers related to the Subsidiaries Transferred Assets (collectively, the “Assumed Liabilities”): (ai) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included obligations to perform, in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations ordinary course of Xxxxxxx Polymer or the Subsidiaries included in business, that arise after the Closing Net Asset Value Statement; (cDate under those Transferred Assets that are contracts and other agreements listed on Schedule 2.2(a)(i) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) hereto, only to the extent reflected in the Closing Net Asset Value Statement, warranty such contracts and other agreements are properly and effectively assigned to Purchaser or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries contractual arrangement that Sellers made every effort to properly and effectively assign but which assignment was not concluded prior to Closing, which Sellers shall hold for Purchaser’s benefit until assigned, transferred or replaced by a new contractual arrangement with Purchaser post Closing (collectively, the Closing. The parties acknowledge “Assumed Contracts”); (ii) obligation to reimburse monthly the balance of $164,170.61 USD (£112,499.56 GBP Sterling) remaining as of May 28, 2010 under the IEL Loan pursuant to the terms of the signed agreement by and agree that among Imaging Equipment Limited, Misonix Ltd. and Purchaser in a form attached as Exhibit A (the liabilities assumed by Buyer under this Agreement “IEL Assumption Agreement”), which shall consist only in no way constitute an assignment, novation or other such transfer to Purchaser of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this SectionImaging Equipment Limited or of the Sellers, and the loan shall remain the liability of Imaging Equipment Limited as evidenced by the IEL Assumption Agreement; provided thatand (iii) any obligation arising in, to, and under the Transferred Assets that is expressly assumed by Purchaser and set forth on Schedule 2.2(a)(iii). (b) Except for the avoidance Assumed Liabilities, Purchaser shall not assume by virtue of doubtthis Agreement or the Transactions nor voluntarily pay, and shall have no liability for, any debt, claims, indebtedness, obligations or other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) (collectively, “Liabilities”) of Sellers, of any kind, character or description whatsoever, including the following (collectively, the provisions of this Section 3 shall not be construed “Retained Liabilities): (i) current liabilities, accounts payable, long-term liabilities, including those relating to affect any liabilities indebtedness of any SubsidiarySeller or its Affiliates; (ii) any obligation or Liabilities accruing, which liabilities will remain arising out of, or relating to acts or omissions, prior to Closing, including any acts or omissions in connection with (A) any Assumed Contract, (B) the applicable Subsidiary notwithstanding business or operation of the transactions contemplated Business, including all malpractice, product and general liability claims, whether or not same are pending, threatened, known or unknown, (C) the Terminated Agreements or (D) the Transferred Assets; (iii) any obligation or Liabilities accruing, arising out of, or relating to any act or omission by this Agreement.any Seller and its Affiliates after Closing; (iv) (A) any federal, state, local or foreign tax obligations of any Seller and its Affiliates whether before or after Closing, including any income tax, any franchise tax, any tax recapture and any sales and/or use tax and any payroll or withholding tax and (B) federal, state or local income tax obligations or Liabilities of any Seller and its Affiliates resulting from the consummation of the Transactions; (v) any obligation or Liabilities to any employee of any Seller or its Affiliates including those for accrued wages, employee bonuses, accrued vacation pay, sick pay, severance pay and other compensation and benefits for employees of any Seller or its Affiliates; (vi) any obligation or Liabilities relating to or arising out of any violation or alleged violation of Law by any Seller or its Affiliates; and (vii) any obligation or Liabilities relating to or arising out of any Seller’s or its Affiliates’ infringement or alleged infringement of any intellectual property rights of any Person, including those related to any patent, trademark, servicemark, software, copyright, information

Assumption of Liabilities. At (a) Upon the Closingterms and subject to the conditions contained herein, Buyer shall assume and agree to pay, perform and discharge as and when due, each become responsible for any and all of the following liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") under the RBC Lease (as defined in Section 5(d) hereof) and with respect to the ownership of Xxxxxxx Polymer or the Subsidiaries Land and Towers, the operation of the business relating to the Assets, (collectively, the “"Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; "). (b) Subject to the provisions of Section 13 hereof, it is understood and agreed that all accrued liabilities and rebate obligations to third parties relating to the Assets that arise out of Xxxxxxx Polymer any act, event, or transaction of Seller or the Subsidiaries included in ownership of the Assets or the operation of the business relating to the Assets prior to the Closing Net Asset Value Statement; Date (cthe "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and subject to Section 13 hereof Seller shall and hereby agrees to satisfy in due course all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) such Retained Liabilities, and Seller shall protect and forever hold Buyer harmless from all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries claims with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior such Retained Liabilities. It is understood and agreed that all liabilities relating to the ClosingAssets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 Seller shall not be construed required to affect defend any liabilities suit or claim arising out of any SubsidiaryAssumed Liabilities, which liabilities will remain and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, subject to Section 13 hereof, and Buyer shall protect and forever hold Seller harmless from all claims with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementrespect to such Assumed Liabilities.

Assumption of Liabilities. At Contemporaneously with the Closingconveyance of the Assets by the Company to Buyer, the Company shall assign and transfer to Buyer, and Buyer shall accept, assume and agree to pay, pay and perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Company (collectively, the “"Assumed Liabilities”): "): (a) all trade accounts payable obligations and liabilities of Xxxxxxx Polymer the Company to provide services after the Closing under the Assumed Contracts to the extent that the Company's rights thereunder are actually (with consent where required) assigned to the Buyer as set forth in the Assignment and Assumption Agreement (as hereinafter defined), provided, however, that the Buyer is not assuming any obligations or liabilities arising prior to the Closing, or for any breach or default, under any Assumed Contracts outstanding at the time of Closing or resulting from any event occurring before the Closing which with the giving of notice or the Subsidiaries included passage of time or both would result in the Closing Net Asset Value Statement; a breach or default; (b) all accrued obligations and liabilities and rebate obligations of Xxxxxxx Polymer the Company under or pursuant to all warranties or guarantees made by any manufacturer or supplier of products or services to the Subsidiaries included in Company to the Closing Net Asset Value Statement; extent that the Company's rights thereunder are actually assigned to Buyer; (c) all other liabilities the Company's obligation to its employees who accept offers of the Business included in the Closing Net Asset Value Statement; employment from Century II Staffing, Inc., a Tennessee corporation ("Century"), and are leased to Buyer as contemplated by Article VIII with respect to vacation, paid time off, sick leave and holiday benefits; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in of any investigation fees collected by Buyer following Closing for investigations initiated by the Closing Net Asset Value StatementCompany prior to Closing, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries Company's liability, if any, with respect to products and/or services sold by Xxxxxxx Polymer such investigations; and (e) the liabilities and obligations of the Company set forth on Schedule 1.03(e) as the same exist at Closing; and (f) liability for all chargebacks or chargeback handling fees arising from or in connection with the Subsidiaries Marketing Agreement which arise more than sixty (60) days after the Effective Time but which relate to transactions that occurred prior to the ClosingEffective Time. The parties acknowledge Buyer is not assuming, and agree that shall not be deemed to have assumed, any obligations or liabilities of the liabilities assumed Sellers other than the Assumed Liabilities specifically described above. No assumption by the Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve the Company or any Shareholder from any obligation or liability under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 with respect to any representations or warranties made by the Company or any Shareholder to the Buyer and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementHoldings.

Assumption of Liabilities. At Effective as of the ClosingClosing Date, Buyer Vision 21 shall assign to the Practice and/or Ocusite, and the Practice and/or Ocusite shall assume and agree become responsible for (i) the outstanding accounts payable incurred by Vision 21 relating to payservices, perform supplies and discharge as and when dueequipment provided by Vision 21 to the Practice or the ASC in accordance with the BMA prior to the Closing Date, (ii) each and all of the following liabilities and obligations of Xxxxxxx Polymer real property leases entered into by Vision 21 for the office premises used by the Practice or the Subsidiaries ASC, (collectivelyiii) each lease for equipment currently utilized in the office premises of the Practice and/or the ASC specifically listed on the assumption agreement to be executed and delivered at Closing in accordance with Section 1(i) hereof, except for certain equipment leased by Principal Management Corporation ("PMC") to Vision 21 which will be subleased by Vision 21 to the “Assumed Liabilities”): Practice pursuant to a separate sublease agreement and Vision 21 shall be responsible for any claims or liabilities arising out of the PMC equipment lease, (aiv) each contract or other obligation entered into by Vision 21 or the Practice for services or equipment used in connection with the Practice and/or the ASC specifically listed on the assumption agreement to be executed and delivered at Closing in accordance with Section 1(i) hereof, (v) all trade accounts payable of Xxxxxxx Polymer or obligations with respect to the Subsidiaries included Employees (as defined in Section 1(g) hereof) for (1) paid time off ("PTO") accrued prior to the Closing Net Asset Value StatementEmployee Termination Date (as defined in Section 1(g) hereof); (b2) payroll and any required withholding related thereto for the pay period December 18, 1999 to December 31, 1999, and (3) all accrued liabilities obligations with respect to the Employees arising from and rebate obligations of Xxxxxxx Polymer or after the Subsidiaries included in the Closing Net Asset Value Statement; Employee Termination Date, and (cvi) all other obligations and liabilities relating to the Practice and/or the ASC arising from and after the Closing Date. The Practice and the Shareholders on the one hand and Vision 21 on the other hand, shall provide all information to the other party necessary to set forth with specificity the assumed liabilities on a schedule to the assumption agreement(s) to be delivered at Closing in accordance with Section 1(i) hereof. The Practice and the Shareholders shall use their best efforts to cause the landlord for each real property location and each lessor of equipment to release Vision 21 from any further obligations or liabilities under the real property or personal property leases, which best efforts shall include, without limitation, the personal guarantees of the Business included Shareholders if requested by the landlords or the lessors. At Closing, the Practice shall reimburse Vision 21 in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) an amount equal to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations aggregate of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold any security deposits paid by Xxxxxxx Polymer or the Subsidiaries prior Vision 21 to the Closing. The parties acknowledge real property or equipment lessors and agree that not returned to Vision 21 at the liabilities assumed by Buyer under this Agreement shall consist only time of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations the Practice's and/or Ocusite's assumption of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementlease obligations.

Assumption of Liabilities. At Except for the ClosingExcluded Liabilities as provided in Section 1.4, at the Closing and with effect as of the Closing Date at 11:59 p.m., (i) the U.S. Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of the following obligations and liabilities of the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business within the United States, whether direct or indirect, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the “U.S. Assumed Liabilities”), and (ii) the Canadian Buyer shall assume all of the obligations and liabilities of Xxxxxxx Polymer the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business outside of the United States (other than the U.S. Assumed Liabilities), whether direct or indirect, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the Subsidiaries (collectively“Canadian Assumed Liabilities” and together with the U.S. Assumed Liabilities, the “Assumed Liabilities”): ), including the following: (a) all obligations of the Sellers to the extent related to the Conveyed Leases and the Assumed Contracts whether arising prior to or following the Closing; (b) all unpaid trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in Business as of the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts Date (other than payables to Affiliates of the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (eSeller) to the extent reflected in the final determination of the Closing Net Asset Value StatementWorking Capital (the “Assumed Accounts Payable”); and (c) all liabilities in respect of any of the Acquired Employees to the extent they are not Excluded Liabilities; (d) any product liability, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries recall with respect to products and/or services sold by Xxxxxxx Polymer any product to the extent related to the Business or included in the Subsidiaries Purchased Assets, whether arising prior to or after the Closing. The parties acknowledge , other than (x) the outstanding product liability claims relating to the Business set forth on Schedule 2.24 and agree that (y) the liabilities assumed by Buyer under this Agreement shall consist only set forth in Section 1.4(k); (e) all liabilities to the extent related to the Intellectual Property and Know How of those Assumed Liabilities described the Business or included in this the Purchased Assets, whether arising prior to or after the Closing, other than the liabilities set forth in Section 3 and shall not include any other 1.4(h); (f) all liabilities to the extent related to Environmental Claims at the Conveyed Leases Premises; and (g) all liabilities related to the conduct or obligations operation of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, Business after the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing.

Assumption of Liabilities. At the ClosingExcept as expressly provided in this Section 4.04, Buyer shall not assume any claims, liabilities or obligations of Seller. As the sole exception to the foregoing, upon the terms and agree subject to paythe conditions of this Agreement, perform and discharge Buyer agrees, effective as and when dueof the Closing Date, each and all of to assume the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable liabilities and obligations of Xxxxxxx Polymer Seller arising under the Assumed Contracts, to the extent such liabilities and obligations: (i) are set forth in such Assumed Contract, (ii) are not required to be performed on or the Subsidiaries included in prior to the Closing Net Asset Value Statement; Date, (iii) accrue and relate to the operations of the Business subsequent to the Closing Date, and (iv) are not attributable to any failure by Seller to comply with the terms thereof; (b) all accrued the accounts payable and other liabilities and rebate obligations set forth on Schedule 4.04(b) of Xxxxxxx Polymer or the Subsidiaries included Disclosure Letter, together with accounts payable incurred by the Seller in the Closing Net Asset Value Statementordinary course of business during the Interim Period which are: (i) incurred with the consent of Buyer as contemplated by Section 7.01; or (ii) below those dollar thresholds which would require the consent of Buyer pursuant to Section 7.01; (c) all other liabilities of related to the Business included in the Closing Net Asset Value Statement; Transferred Employees (including but not limited to accrued holidays and vacation and Contingent Commission); (d) all liabilities relating to Government Authorizations that are assigned to Buyer that accrue and obligations under relate to the Contracts (other than operations of the Excluded Contracts Business subsequent to the Closing Date and are not attributable to any failure by Seller to comply with the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement)terms thereof; and and (e) to all liabilities and obligations expressly set forth on Schedule 4.04(f) of the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementDisclosure Letter.

Assumption of Liabilities. At In partial consideration for the Closingtransfer of the Assets and the grant of the Container Licenses, Buyer shall in addition to payment of the Purchase Price as provided in Section 1.7 and Section 1.8, the Purchaser will at the Closing assume and agree to pay, perform and discharge as and when due, each and all of only the following liabilities and obligations of Xxxxxxx Polymer or (the Subsidiaries (collectively, the “"Assumed Liabilities”): "): (a) all trade accounts payable of Xxxxxxx Polymer or obligations for which the Subsidiaries included Purchaser is responsible as provided in the Closing Net Asset Value Statement; first sentence of Section 1.9 or in Section 6.2 or Section 6.11; (b) all accrued liabilities and rebate of the obligations of Xxxxxxx Polymer the Sellers to be performed under the Assigned Contracts after the Closing Date, exclusive of (i) payments of money to be made by the Sellers after the Closing Date, the obligation for which accrued on or prior to the Subsidiaries Closing Date, (ii) obligations of the Sellers to indemnify other parties to the Assigned Contracts for acts or omissions of the Sellers or their Affiliates on or prior to the Closing Date, and (iii) liabilities subject to indemnification by the Sellers under Section 8.1(a); (c) any liability arising from or relating to any (i) refusal by the Purchaser to deal with any of the Distributors, (ii) termination by the Purchaser after the Closing Date of any distributors who were, or at or after the Closing became, distributors of products (including the Products) sold by the Purchaser, (iii) withdrawal of Products from any Distributor, or (iv) termination of or withdrawal of Products from any Distributor deemed to have occurred as a result of the Sellers having sold the Trademarks or assigned the Chi-Chi's/Fleischmann's Licexxxx xx xxx Xurchaser, provided that the Purchaser shall not assume any liabilities under this Section 1.5(c) with respect to the Distributor identified on Schedule 6.9(a) as excluded from this Section 1.5(c); and (d) any liability for returns made by Distributors after the Closing Date, except that the Sellers shall remain liable for, and the Purchaser shall not assume liability for, any such returns of goods (i) for which the Distributor gives notice within the 90 days commencing on the Closing Date and are in accordance with the Sellers' policies attached hereto as Schedule 1.5(d) or (ii) which were produced by the Sellers prior to the Closing Date as part of a production run no part of which is included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in Finished Goods Inventory at the Closing Net Asset Value Statement; Date (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statementprovided, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described nothing in this Section 3 and 1.5(d) shall not include any other liabilities or limit the Sellers' obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this under Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement8.1(g)).

Assumption of Liabilities. At On the ClosingClosing Date, Buyer shall execute and deliver to Seller the Assignment And Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities with respect to the Systems as they become due for all periods from and obligations of Xxxxxxx Polymer after the Effective Time, to the extent not theretofore performed or discharged (the Subsidiaries (collectively, the “"Assumed Liabilities”): "): (a) All obligations of Seller attributable and relating to the period after the Effective Time under all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included Franchises, Necessary Contracts, Material Agreements, and all such other leases, contracts and agreements in existence on the Closing Net Asset Value StatementDate as are set forth on Schedules 2.1(C), 5.7(A), 5.7(B) and 5.8(A) hereto, or which are not required to be set forth under the provisions of Section 5.8 because such leases, contracts, or other agreements are DeMinimis Agreements; provided, however, that Seller shall have paid or discharged, and Buyer shall not be liable for, any cure payment required to be made in connection with the assumption and assignment of any such agreement under section 365 of the Bankruptcy Code or any other amount attributable and relating to the period prior to the Effective Time; (b) all accrued liabilities The obligation of Seller and rebate its assigns to provide free, discounted or reduced price CATV services to (i) those Persons identified on Schedule 3.3(B) hereto, (ii) those Persons as required pursuant to any Franchise, and (iii) those Persons where such service can be terminated by Buyer upon not more than 90 days notice (the above obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; being herein collectively referred to as "Free Service"); (c) All obligations of Seller arising out of customer prepayments and converter deposits and all other accrued and unpaid expenses and liabilities to the extent an adjustment to the Purchase Price in favor of the Business included in the Closing Net Asset Value Statement; Buyer is made pursuant to Section 3.4(a)(ii) and Section 3.4(c); (d) All obligations of Seller for any and all liabilities state and obligations under local sales or transfer taxes payable in connection with Seller's sale and transfer of the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and Assets to Buyer; (e) All obligations of Seller under the Xxxxxxx Agreement to the extent reflected an adjustment to the Purchase Price in favor of Buyer is made pursuant to Section 3.4(a)(iv); and (f) All obligations of Seller for its ordinary course payables and other ordinary course obligations accrued or outstanding on the Closing Net Asset Value StatementDate, warranty but only to the extent an adjustment to the Purchase Price is made in favor of Buyer pursuant to Section 3.4(g). Buyer shall not be liable for any liabilities, contracts, agreements or product return other obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer Seller which are not specifically enumerated assumed hereunder, and Seller shall indemnify Buyer against all such liabilities, contracts, agreements and other obligations in this Section; provided that, for the avoidance of doubt, accordance with the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement15.1.

Assumption of Liabilities. At Upon the Closingsale and purchase of the Acquired Assets, Buyer Purchaser shall assume and agree to pay, perform and pay or discharge as and when due, each and due in accordance with their respective terms all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) under all trade accounts payable leases of Xxxxxxx Polymer or real property set forth on Section 4.5(b)(i) of the Subsidiaries included in the Closing Net Asset Value Statement; Disclosure Schedule, (b) under all accrued liabilities contracts, including but not limited to, the Commerce Street and rebate obligations Stone Oak dental office construction contracts, set forth in Section 4.13(a) of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Disclosure Schedule, (c) all other liabilities under the capital and operating equipment leases set forth in Section 4.29(c) of the Business included Disclosure Schedule, excluding any liability for breach or non-performance by the Company of any of the foregoing described in the Closing Net Asset Value Statement; clauses (da), (b) all liabilities and obligations under the Contracts or (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(bc) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty existing on or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing, (d) those liabilities specifically described on Section 1.2 of the Disclosure Schedule, (e) current trade payables (as defined in Section 4.29(d) below), and (f) approximately $59,000.00 owed to the International Bank of Commerce. The parties acknowledge and agree that the liabilities to be assumed by Buyer Purchaser under this Agreement shall consist only are hereinafter sometimes referred to as the "Liabilities." Except as specifically provided in the first sentence of those Assumed Liabilities described in this Section 3 and 1.2, Purchaser shall not include assume or be bound by any other obligations or liabilities of the Company or obligations its affiliates or predecessors, of Xxxxxxx Polymer any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever. Purchaser's assumption of the construction contract reflected in Section 4.5(b)(i) of the Disclosure Schedule for the Stone Oak dental office (the "Construction Contract") is limited to a maximum amount of $455,122.00 (the "Maximum Amount"). If the cost of the Stone Oak office construction exceeds such Maximum Amount (the "Excess Amount"), then Victxx Xxxss, personally or through his affiliate, will pay any amount due under the Construction Contract in excess of the Maximum Amount unless the Excess Amount was caused by change orders to the Construction Contract specifically requested by Purchaser. Purchaser's assumption of the construction contract reflected in Section 4.5(b)(i) of the Disclosure Schedule for the Commerce Street dental office (the "Commerce Contract") is limited to a maximum amount of $64,167.00 (the "Commerce Maximum Amount"). If the cost of the Commerce Street office construction exceeds such Commerce Maximum Amount (the "Commerce Excess Amount"), then the Company will pay any amount due under the Commerce Contract in excess of the Commerce Maximum Amount unless the Commerce Excess Amount was caused by change orders to the Commerce Contract specifically requested by Purchaser. The liabilities which are not specifically enumerated in assumed by Purchaser under this Section; provided that, for Agreement are hereinafter sometimes referred to as the avoidance "Excluded Liabilities." The assumption of doubt, the provisions of this Section 3 Liabilities by Purchaser hereunder shall not be construed to affect enlarge any liabilities rights of third parties and nothing herein shall prevent Purchaser from contesting in good faith with any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementthird party any of such Liabilities.

Assumption of Liabilities. At Buyer shall, as of the Closing Date, assume, pay and perform in accordance with their terms or otherwise satisfy the following and only the following (the "Assumed Liabilities"): (a) Trade payables (including Assumed Intercompany Liabilities) and accrued liabilities of Seller (excluding intercompany Liabilities other than as described above) reflected on the Interim Balance Sheet, and trade payables (including Assumed Intercompany Liabilities) and accrued Liabilities of Seller (excluding intercompany Liabilities other than as described above) that have been incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet through the Closing Date, a complete list of which, based on information then available, will be provided to Buyer at the Closing, Buyer shall assume subject to being updated and agree to pay, perform finalized as provided in SECTION 6.11 and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; SECTION 8.02; (b) all accrued liabilities Seller's obligations under the leases, agreements, contracts, arrangements and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; licenses listed as Assumed Contracts on SCHEDULE 4.20; (c) all other To the extent provided in SECTION 7.02(c), UIC's and Seller's liabilities of the Business included in the Closing Net Asset Value Statement; for surety and bonding obligations related to Assumed Contracts, which surety and bonding obligations are identified on SCHEDULE 2.03(C); (d) all Seller's liabilities and obligations in the first two bulleted items on SCHEDULE 4.08, but not including any other litigations, whether or not identified on such Schedule; provided, that with respect to the Drabek v. AAI et al. litigation, the first monies paid by the insuranxx xxxrier under the Contracts (other than applicable insurance policies against which a claim based on such litigation has been made, and/or by Skoda a.s. or its Affiliates under a claim for indemnification asserted by Seller, shall be paid to Buyer to the Excluded Contracts extent of payment made by it in settlement of the litigation or in payment of a judgment or award entered therein; the balance, if any, of monies so paid shall be paid first to Seller to the extent of out-of-pocket costs paid by Seller prior to July 2, 2000 in connection with such litigation and then to Buyer to the employee agreements and employee benefit plans excluded as assets under Section 2(b) extent of this Agreement)out-of-pocket costs paid by Buyer in connection with such litigation; and and (e) to the extent reflected Liabilities under Environmental Laws occurring in connection with acts, omissions or conditions occurring on or after the Closing Net Asset Value StatementDate. Seller shall retain, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under shall not assume, and nothing contained in this Agreement shall consist only of those Assumed be construed as a transfer to Buyer of, any Liabilities owed by Seller that are not described in this Section 3 and shall SECTION 2.03 or not include any other liabilities or obligations used in the conduct of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementBusiness.

Assumption of Liabilities. At Subject to the Closingterms and conditions of this Agreement, Buyer from the Closing Date and thereafter, Purchaser shall assume assume, discharge and agree to pay, perform be solely responsible and discharge as and when due, each and liable for all of the following liabilities and obligations of Xxxxxxx Polymer or with respect to the Subsidiaries (collectivelyDeposit Accounts, the Safe Deposit Business, the Advance Lines and the Negative Deposits, the Branches, the Service Contracts and the Property, which collectively may be referred to herein as the “Assumed Liabilities”): . At the Closing, Seller and Purchaser shall execute an Assignment and Assumption Agreement with respect to the Assumed Liabilities (athe “Assignment and Assumption Agreement”) all trade accounts payable in the form of Xxxxxxx Polymer or the Subsidiaries attached Exhibit C. All liabilities and obligations of Seller not expressly included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding excluded from the transactions contemplated by this Agreement, including without limitation, the following items: (a) all liabilities associated with cashier’s checks or other official bank checks and traveler’s checks issued by Seller; (b) all liabilities associated with accounts of Seller’s employees, officers and directors, other than accounts of Transferred Employees; (c) certificate of deposit accounts and IXX certificates that (a) are subject to any order, agreement or encumbrance that in any way restricts the payment of funds representing such account on the order of the depositor, or (b) are “brokered deposits” (as that term is defined in 12 C.F.R. section 337.6(a)(2)); (d) all liabilities of Seller for violation of any terms of any contract or agreement relating to the Assumed Liabilities, the Purchased Assets, and the Real Property prior to Closing; and (e) all liabilities and obligations of Seller relating to the Branches that are not expressly included in the Assumed Liabilities.

Assumption of Liabilities. (a) At the Closing, Buyer Inclusion shall execute and deliver an Assumption Agreement (the "Assumption Agreement") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to pay(i) perform, perform pay and discharge as and when due, each and all of the following those liabilities and obligations set forth on Schedule 1.3 (a) (i) attached hereto which were incurred in the ordinary course of Xxxxxxx Polymer business of the Business and are outstanding on the date hereof (the obligations set forth in (i) are collectively, the "Assumed Current Liabilities"; (ii) perform in accordance with their terms those obligations outstanding on the date hereof under the Contract Rights and (iii) perform in accordance with their terms those liabilities arising after the date hereof from any agreement, contract, commitment or other contract documents which Inclusion has requested be transferred to it pursuant to Section 1.1 (a) but which has not been so transferred due to the Subsidiaries failure of PLATO to obtain the consent or approval required for such transfer, provided that Inclusion has received substantially the same economic benefit of such contract as if such consent or approval had been obtained (the obligations set forth in (i), (ii) and (iii) are, collectively, the "Assumed Liabilities"). (b) Except as otherwise provided in Subsection (a) above, Inclusion shall not assume any of the liabilities of PLATO and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims and PLATO represents, warrants and agrees that Inclusion shall not be or become liable for any claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or relating to the conduct of the Business by PLATO, the Assets, the Assumed Liabilities or otherwise owed by PLATO relating to periods prior to the date hereof. Without limiting the foregoing, Inclusion shall not at the Closing assume or agree to perform, pay or discharge, and PLATO shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of PLATO other than the Assumed Liabilities, including but not limited to: (i) except as set forth in Section 1.2 hereof, severance, termination or other payments or benefits (including but not limited to post-retirement benefits) including but not limited to those owing under PLATO's severance policy or any employment agreement to any employees (union or non-union), sales agents or independent contractors employed by PLATO prior to the Closing (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer "PLATO's Employees'), liabilities arising under any federal, state, local or the Subsidiaries included in international equivalent "plant closing law", liabilities accruing under PLATO's employee benefit plans, vacation pay plans or programs, retirement plans, and liabilities for any employee benefit plan (except those liabilities to PLATO's Employees who become employees of Inclusion after the Closing Net Asset Value Statement; relating solely to and arising solely out of their term of employment with Inclusion ), as the case may be; (bii) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries worker's compensation claims arising from events prior to the Closing. The parties acknowledge ; (iii) stock option or other stock-based awards made to PLATO's Employees; (iv) liabilities for any federal, state, local or the international equivalent income taxes (including interest, penalties and agree that additions to such taxes) or any deferred income taxes of the Selling Parties; (v) liabilities assumed by Buyer under for any payroll taxes (including additions to such taxes), except those liabilities to PLATO's Employees who become employees of Inclusion after the Closing relating solely to and arising solely out of their term of employment with Inclusion , as the case may be; (vi) liabilities incurred for violations of occupational safety, wage, health, welfare, employee benefit or environmental laws or regulations prior to the date hereof; (vii) liabilities to the extent related solely to the Excluded Assets; (viii) except as provided in Section herein, any tax (including but not limited to any federal, state, local or the international equivalent income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, PLATO , if any, in connection with or related to this Agreement shall consist only or the transactions contemplated hereby (including interest, penalties and additions to such taxes); (ix) liabilities for any commercial rent taxes to the extent accrued but not paid prior to the date hereof, (x) other than the Assumed Liabilities, any liabilities of those Assumed Liabilities described PLATO to third parties arising out of the failure of PLATO to obtain any necessary consents to the assignment to Inclusion of contracts or leases to which PLATO is a party (including damages asserted by third parties for breach of such contracts or leases due to the failure to obtain such consents); (xi) liabilities, contingent or otherwise, which are not disclosed on the Financial Statements (as defined below) or arising in this Section 3 the ordinary course of business since September 30, 2001 not to exceed $(NONE) in the aggregate or on Schedule 1.3(a)(i) or Schedule 1.3(a)(iii); (xii) liabilities of PLATO for any state or provincial franchise taxes or annual license or other fees relating to qualification as a international corporation or authorization to do business in such states (including interest, penalties and shall not include additions to such taxes and fees); and (xiii) any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated kind or nature whether now in existence or arising hereafter not expressly assumed by this AgreementInclusion under Section 1.3(a) hereof.

Assumption of Liabilities. At The Buyer shall be responsible for and shall adopt and assume, with effect from the Closing, Buyer and shall assume and agree to pay, perform and discharge as and when duein full, each and all of only the following liabilities and the obligations of Xxxxxxx Polymer or Federal-Mogul relating to the Subsidiaries (collectively, the “Assumed Liabilities”): Business: (a) All obligations and liabilities arising or performable after the Closing Date under any of the Contracts assigned to the Buyer or for which the Buyer is receiving the economic benefits of as provided in Section 2.05 (other than liabilities and obligations attributable to any failure by Federal-Mogul to comply with the terms thereof except as otherwise provided in this Agreement). The foregoing shall include but not be limited to Federal-Mogul's obligations for the unexpired portion of Federal-Mogul's warranty for parts and labor on goods sold by the Business prior to the Closing Date, all trade accounts payable accepted orders from customers of Xxxxxxx Polymer or the Subsidiaries included Business, and all purchase orders of the Business issued in the Closing Net Asset Value Statement; ordinary course of business; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts All Taxes (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b(i) of this Agreement); income taxes, and (eii) sales, transfer and similar Taxes in excess of $200,000 that are incurred in connection with the consummation of the transactions contemplated herein) to the extent reflected such Taxes are shown as liabilities on the Balance Sheet and all such Taxes that relate to the Business and are incurred after December 31, 2000 in the ordinary course of business and are unpaid as of the Closing Net Asset Value StatementDate; (c) All sales, warranty transfer and similar Taxes that are incurred or product return obligations imposed as a result of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only consummation of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.herein, to the extent such Taxes do not exceed $200,000; (d) All trade accounts payable relating to the Business as of the Closing Date; (e) Any liabilities arising after the Closing Date based upon, arising out of, relating to or otherwise in connection with events, actions, occurrences, omissions,

Assumption of Liabilities. At (a) Subject to the Closingterms and conditions set forth herein, at the Closing the US Buyer shall assume and agree to pay, perform honor and discharge as and when due, each and due all of the following liabilities of Granutec and obligations of Xxxxxxx Polymer GHC relating to the Granutec Assets and existing at or arising on or after the Subsidiaries Closing (collectively, the “Assumed Liabilities”): "ASSUMED GRANUTEC LIABILITIES"): (i) all liabilities, obligations and commitments relating exclusively to the IRB Loan Agreement; (ii) trade accounts payable incurred in the ordinary course of business, including trade accounts payables to Novopharm, but excluding trade accounts payable that have been outstanding for more than 90 days; and (iii) any and all liabilities, obligations and commitments arising out of the agreements, contracts and commitments and other instruments and arrangements specified in Schedule 3.1.12 (a) all (or not required to be set forth therein and incurred in the ordinary course of business) to which Granutec or GHC is a party, including, without limitation, any Leases of real property in North Carolina and Florida listed therein, but not including (A) any agreements, contracts or commitments or other instruments or arrangements identified on Schedule 1.5 or (B) any obligation or liability with respect thereto (other than trade accounts payable assumed pursuant to clause (ii) above) occurring or arising prior to or as a result of Xxxxxxx Polymer or the Subsidiaries included Closing, except customer allowances, credits, discounts, rebates and returns and sales commissions, to the extent of the amount thereof reflected on the Granutec Closing Balance Sheet, as adjusted pursuant to Section 2.2 and taken into account as a current liability in determining the Granutec Closing Net Asset Value Statement; Working Capital. (b) Subject to the terms and conditions set forth herein, at the Closing the Canadian Buyer shall assume and agree to pay, honor and discharge when due all accrued of the following liabilities and rebate obligations of Xxxxxxx Polymer relating to the Xxxxxxx Assets and existing at or arising on or after the Subsidiaries included Closing (collectively, the "ASSUMED XXXXXXX LIABILITIES"): (i) trade accounts payable incurred in the ordinary course of business, including trade accounts payables to Novopharm, but excluding trade accounts payable that have been outstanding for more than 90 days; and (ii) any and all liabilities, obligations and commitments arising out of the agreements, contracts and commitments and other instruments and arrangements specified in Schedule 3.1.12 (a) (or not required to be set forth therein and incurred in the ordinary course of business) to which Xxxxxxx is a party, including, without limitation, any Leases of real property in British Columbia and Ontario listed therein, but not including (A) any agreements, contracts or commitments or other instruments or arrangements identified on Schedule 1.5 or (B) any obligation or liability with respect thereto (other than trade accounts payable assumed pursuant to clause (i) above) occurring or arising prior to or as a result of the Closing, except customer allowances, credits, discounts, rebates and returns and sales commissions, to the extent of the amount thereof reflected on the Xxxxxxx Closing Balance Sheet, as adjusted pursuant to Section 2.2, and taken into account as a current liability in determining the Xxxxxxx Closing Net Asset Value Statement; Working Capital. (c) all other liabilities of Subject to the Business included in terms and conditions set forth herein, at the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer US Buyer or the Subsidiaries with respect to products and/or services sold Canadian Buyer, as specified in writing by Xxxxxxx Polymer or the Subsidiaries Buyers prior to the Closing. The parties acknowledge , shall assume and agree that to pay, honor and discharge when due all of the following liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 Novopharm relating to the Novopharm Assets and shall not include any other liabilities existing at or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for arising on or after the avoidance of doubtClosing (collectively, the provisions "Assumed Novopharm Liabilities"): any and all liabilities, obligations and commitments arising out of this Section 3 the agreements, contracts and commitments and other instruments and arrangements specified in Schedule 3.1.12 (a) (or not required to be set forth therein and incurred in the ordinary course of business) to which Novopharm is a party, but not including (A) any agreements, contracts or commitments or other instruments or arrangements identified on Schedule 1.5 or (B) any obligation or liability with respect thereto occurring or arising prior to or as a result of the Closing. (d) At the Closing, the US Buyer shall not be construed assume the Assumed Granutec Liabilities and the Canadian Buyer shall assume the Assumed Xxxxxxx Liabilities, in each case by executing and delivering to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding Seller an assumption agreement in a form reasonably satisfactory to the transactions contemplated by this AgreementSellers (the "ASSUMPTION AGREEMENTS").

Assumption of Liabilities. At Upon the terms and subject to the conditions contained herein, effective as of the Closing, except with respect to Subsection (d) below which shall be effective as of the Inventory Date, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of become responsible for the following liabilities and obligations of Xxxxxxx Polymer Liabilities relating to the Business or the Subsidiaries Purchased Assets (collectively, the “Assumed Liabilities”): (a) any and all trade accounts payable of Xxxxxxx Polymer Liabilities under the Contracts constituting Purchased Assets that arise or are required to be performed after the Subsidiaries included in the Closing Net Asset Value StatementClosing; (b) any and all accrued liabilities warranty, repair, service, technical assistance, training, marketing assistance and rebate support obligations of Xxxxxxx Polymer relating to the Business or the Subsidiaries included Purchased Assets arising in the Closing Net Asset Value StatementOrdinary Course of Business out of warranties provided under Section 4.13 (including, without limitation, any such obligations arising from the Excluded Agreements) whether arising out of occurrences prior to, at or after the Closing; (c) any and all other liabilities Liabilities related to or arising from Seller’s termination of the Business included in Employees (to the Closing Net Asset Value Statementextent set forth on Schedule 2.2(c)) or Buyer’s employment of the Business Employees at or after the Closing; (d) all liabilities financial and obligations under purchasing commitments made by Seller or Seller’s affiliate with suppliers or contract manufacturers of the Contracts (other than Business prior to the Excluded Contracts Inventory Date to the extent set forth on Schedule 2.2(d) as updated by Seller and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement)provided to Buyer from time to time; and (e) subject to Section 9.1(c), any and all other Liabilities, including without limitation, for tort, product liability, intellectual property infringement or other claims relating to the extent reflected in Business or the Purchased Assets whether arising out of occurrences prior to, at or after the Closing. Notwithstanding the foregoing, Buyer shall not assume or otherwise become responsible for (A) any Liabilities under the Contracts assumed by Buyer that arise after the Closing Net Asset Value Statement, warranty but that arise out of or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect relate to products and/or services sold any breach by Xxxxxxx Polymer or the Subsidiaries Seller that occurred prior to the Closing. The , (B) any accounts payable or license fees relating to the operation of the Business by Seller prior to the Closing, (C) any taxes relating to the operation of the Business by Seller prior to the Closing, (D) any Liabilities of Seller relating to its employees, whether or not associated with the Business (excluding the Liabilities specifically enumerated in Section 2.2(c)), (E) performance obligations of Seller under the Excluded Agreements relating to any stock rotation rights or distributor return rights (other than a right of return pursuant to a warranty, repair or service obligation) or other performance obligations of Seller to the contracting parties acknowledge and agree under the Excluded Agreement subsequent to the Closing that are not in the liabilities nature of the performance obligations to be assumed by Buyer under this Agreement shall consist only Agreement, or (F) any Liabilities of those Seller other than the Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt(collectively, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement“Excluded Liabilities”).

Assumption of Liabilities. At On the terms and subject to the conditions set forth herein, from and after the Closing, the Buyer shall will assume and agree to pay, satisfy or perform and discharge as and when due, each and all of the following liabilities and obligations Liabilities of Xxxxxxx Polymer the Seller in respect of, or otherwise arising from the Subsidiaries operation or use of the Acquired Assets, other than the Excluded Liabilities (collectivelyas set forth in Section 2.4 below), including, without limitation, the “following Liabilities (the "Assumed Liabilities”): "): (a) all trade accounts payable of Xxxxxxx Polymer or Environmental Liabilities, other than the Subsidiaries included Excluded Liabilities (as set forth in the Closing Net Asset Value Statement; Section 2.4 below); (b) all accrued liabilities Liabilities under (i) the Contracts, Leases, and rebate obligations the Transferable Permits in accordance with the terms thereof, (ii) the contracts, leases and other agreements entered into by the Seller with respect to the Acquired Assets which would be required to be disclosed on Schedule 2.1(c) or 2.1(f) but for the exception provided in clause (iii) of Xxxxxxx Polymer Section 3.8(a), in accordance with the terms thereof, and (iii) the contracts, leases, commitments and other agreements entered into by the Seller with respect to the Acquired Assets during the Interim Period consistent with the terms of this Agreement (including, without limitation, Capital Commitments, agreements with respect to Liabilities for real or personal property Taxes on any of the Subsidiaries included Acquired Assets or, to the extent such agreements do not allocate such Tax liability between the Acquired Assets and the Excluded Assets, all Tax liability under such agreements entered into by the Seller and any local government); except (x) in each case, to the extent such Liabilities, but for a breach or default by the Seller, would have been. paid, performed or otherwise discharged on or prior to the Closing Net Asset Value Statement; Date, or to the extent the same arise out of any such breach or default, or to the extent the same relate to performance rendered to the Seller prior to the Closing Date and (y) as otherwise provided in Section 2.4(f); (c) all Liabilities under the Permitted Encumbrances other liabilities than under or with respect to the exercise of the Business included in the Closing Net Asset Value Statement; Reserved Easements; (d) all liabilities and obligations under Liabilities relating to Employees for which the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets Buyer is responsible under Section 2(b) of this Agreement)5.7; and and (e) all other Liabilities expressly allocated to the extent reflected Buyer in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described or in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for -of the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.Related Agreements. -

Assumption of Liabilities. At Purchaser shall not assume or be responsible for, and shall in no event be liable for, any debts, liabilities or obligations of or relating to the Business or the Sellers, whether fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, material or immaterial, absolute or contingent, matured or unmatured, determinable or undeterminable, direct or indirect, secured or unsecured, or otherwise; provided, however, that effective as of the Closing, Buyer Purchaser shall assume and agree to pay, discharge or perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): ): (a) any and all trade accounts payable Liabilities of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Sellers under each Assigned Contract and each Assigned Lease; (b) all claims for accrued liabilities payroll obligations, including, but not limited to, accrued payroll taxes, severance, unused sick and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included vacation leave, and employer insurance premium contributions incurred in the Closing Ordinary Course of Business, but only so long as the underlying obligations are included as current liabilities in the calculation of Net Asset Value Statement; Working Capital; (c) all other liabilities of the Business included obligation to pay the amounts owed for goods or services received by Sellers in the Closing Ordinary Course of Business in respect of any trade and vendor accounts payable, so long as the underlying obligation is included as a current liability in the calculation of Net Asset Value Statement; Working Capital; (d) all liabilities and obligations under Liabilities arising out of the Contracts (other than conduct of the Excluded Contracts and Business or ownership of the employee agreements and employee benefit plans excluded as assets under Section 2(b) Purchased Assets or assumption of this Agreement); and the Assumed Liabilities on or after the Closing Date; (e) any and all Liabilities for Taxes (i) with respect to the Purchased Assets or the Business to the extent reflected in attributable to a Tax Period (or portion thereof) beginning after the Closing Net Asset Value Statement, warranty Date or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior (ii) allocated to the Closing. The parties acknowledge and agree Purchaser pursuant to Section 10.1(a). (f) all Liabilities of MSN under the limited liability company agreement of InteliStaf; provided, however, that the liabilities assumed by Buyer under this Agreement shall consist only Liabilities of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 InteliStaf shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with assumed and shall be Excluded Liabilities hereunder; (g) the applicable Subsidiary notwithstanding Assumed Workers Compensation Claims; and (h) the transactions contemplated by this AgreementAssumed Professional Liability Claims.

Assumption of Liabilities. At (a) Liabilities to be Assumed by the Purchasers. As partial consideration for the consummation of the Transactions, at the Closing, Buyer Silgan shall cause the respective Purchasers purchasing the Purchased Assets as designated by Silgan prior to Closing (each such Purchaser to assume the liabilities or obligations set forth below that correspond to the Purchased Assets it shall acquire pursuant to this Agreement) to assume and agree agree, and as of the Closing Time shall be deemed to payhave assumed and agreed, to perform when due and discharge as and when duein accordance with their respective terms, each and all of only the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Asset Sellers (collectively, the “"Assumed Liabilities”): "): (ai) all trade accounts payable The liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Asset Sellers included in the Closing Net Asset Value Statement; Working Capital; (bii) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities The accounts payable of the Business included Asset Sellers described in Section 6.10(a); (iii) Subject and without prejudice to the Closing Net Asset Value Statement; (d) all Selling Parties' indemnification obligations under Sections 10.2 and 10.3 of this Agreement, the liabilities and obligations of the Asset Sellers under the Contracts (other than Real Property Leases, the Excluded Contracts Personal Property Leases, the Licenses and the employee agreements Assumed Contracts, only to the extent such Real Property Leases, Personal Property Leases, Licenses or Assumed Contracts are assigned to the respective Purchasers, notwithstanding that there may be a deferred income item on the books of the Subject Companies with respect to such Contracts; (iv) The liabilities and employee benefit plans excluded obligations of the Asset Sellers for benefits in respect of the Employees and Retired Employees of the Asset Sellers, including under Seller Benefit Plans that are Assumed Contracts; (v) The liabilities and obligations of the Asset Sellers as assets under Section 2(bset forth on, and only to the extent set forth on, Schedule 1.1(B), consistent with the classifications set forth on the Business' chart of account codes set forth on Schedule 1.1(B) (it being understood that the amounts set forth on Schedule 1.1(B) also include liabilities and obligations of the Acquired Companies referred to in clause (v) of the definition of Acquired Company Excluded Liabilities); and (vi) The liabilities and obligations of the Asset Sellers otherwise expressly assumed by the Purchasers pursuant to the terms of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. At (a) As of the ClosingEffective Date, Buyer shall COF shall, and hereby does, assume and covenant and agree to pay, defend, satisfy, discharge and perform and discharge as and when duedue the following debts, each and all liabilities or obligations arising from or related to the Christopher's Business (the "Assumed Liabilities"): (1) Debts, liabilities or obligations described or identified in the "Unpaid Bills Detail" attached hereto as Schedule 4(a)(2); (2) Debts, liabilities or obligations arising from or related to the License Agreements; (3) Debts, liabilities or obligations arising from or related to the Assigned Contracts; (4) Debts, liabilities or obligations arising from or related to any payroll tax liabilities in the principal sum of roughly $161,806.12 which were or may have been assumed by NSI in the Acquisition Agreement; (5) Debts, liabilities or obligations arising from or related to any of the following liabilities and related party debt obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; described on Schedule 4(a)(5). (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included Except as expressly set forth in the Closing Net Asset Value Statement; (cSection 4(a) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statementabove, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and COF shall not include assume or in any way be responsible for any other liabilities or obligations of Xxxxxxx Polymer which are NSI whatsoever, including without limitation any liabilities or obligations related to the operation or condition of the Christopher's Business or the Transferred Assets arising or attributable to any time prior to the Effective Date. Further, in the event of any failure or refusal of NSI to make any installment payment of the Settlement Sum as contemplated by Section 1 above, after written notice and opportunity to cure of not specifically enumerated in this Section; provided thatless than ten (10) business days, COF shall be exonerated from liability for the avoidance of doubtAssumed Liabilities. Further, the provisions of this Section 3 COF shall not assume or in any way be construed to affect responsible for the defending any liabilities of lawsuits pending against the VL Parties, and shall notify VL Parties upon making any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementpayment on such Assumed Liabilities.

Assumption of Liabilities. At the Closing, The Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, Seller relating to the “Assumed Liabilities”): Business: (a) All liabilities and obligations of the Seller as of the Closing Date of every kind or nature whatsoever, whether known or unknown, liquidated or unliquidated, absolute or contingent, accrued or unaccrued, asserted or unasserted, and whether, appearing on the March 27, 1998 Balance Sheet (as hereinafter defined) including, without limitation, all trade accounts payable of Xxxxxxx Polymer or to third parties, (ii) accrued expenses payable, (iii) commissions payable, (iv) sales tax payable which is not delinquent, and (v) other current liabilities, including, all those liabilities listed on Exhibit 5.1 (a) attached hereto, but excluding the Subsidiaries included in the Closing Net Asset Value Statement; Excluded Liabilities (as hereinafter defined); (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under arising on or after the Contracts Closing relating to the Purchased Assets; (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(bc) of this Agreementbroker fee payable to Southport Partners, L.P. in an amount not to exceed $200,000(the "Broker Fee"); and and (ed) to the extent reflected it is determined that Seller shall be responsible for the payment of any additional expenses of a nature set forth in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries Schedule 7.1(a) hereof for liabilities incurred prior to the ClosingClosing Date, Buyer shall increase the Purchase Price (as set forth in Article 7 hereof) by such amount, such increase to be payable in cash. The parties acknowledge and agree that For convenience of reference, the liabilities and obligations of the Seller being assumed by the Buyer under this Agreement shall consist only of those as aforesaid are hereinafter collectively called the "Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementLiabilities."

Assumption of Liabilities. At On the terms and subject to the conditions set forth herein, from and after the Closing, Buyer shall will assume and agree to pay, satisfy or perform and discharge as and when due, each and all of the following liabilities Liabilities of Seller in respect of, or otherwise arising from the ownership, operation or use of the Acquired Assets, (in each case other than the Excluded Liabilities as set forth in Section 2.4 below and obligations of Xxxxxxx Polymer or other than Liabilities that are otherwise subject to indemnification by Seller pursuant to this Agreement), but in each case only to the Subsidiaries extent expressly set forth below (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable Liabilities, except Off Site Disposal Liabilities, for Remediation of Xxxxxxx Polymer any Environmental Conditions in existence prior to, on or the Subsidiaries included in after the Closing Net Asset Value Statement; Date; (b) all accrued liabilities Liabilities under (i) the Assigned Contracts, the Transferred Permits and rebate obligations the Permit Applications (including but not limited to the obligation to provide, subject to the provisions of Xxxxxxx Polymer Section 5.19, performance and credit assurance) in accordance with the terms thereof and (ii) the Contracts entered into by or on behalf of Seller with respect to the Subsidiaries included Acquired Assets during the Interim Period in the Closing Net Asset Value Statement; accordance with Section 5.4 (including Capital Commitments); (c) all other liabilities of Liabilities relating to Transferred Employees and occurring after the Business included in the Closing Net Asset Value Statement; applicable Transferred Employee’s Hiring Time; (d) all liabilities Liabilities of Seller directly and obligations under exclusively related to the Contracts Acquired Assets from a violation of Law (other than the any such violation which is an Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this AgreementLiability); and ; (e) all Liabilities to the extent reflected in arising from or relating to the operation or use of the Facilities or Acquired Assets occurring on or after the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities any other Liability expressly assumed by Buyer under this Agreement shall consist only Agreement; and (f) all Liabilities of those Assumed Liabilities described Buyer (but not of Seller or its Affiliates) arising on or after Closing (i) under any regulatory order applicable to the Acquired Assets or (ii) imposed on Buyer or the Acquired Assets in connection with any Buyer’s Required Consents. Notwithstanding anything to the contrary herein, nothing in this Section 3 and 2.3 shall not include limit or reduce any other liabilities Buyer Indemnified Party’s rights to indemnification from Seller, or Seller’s obligations to indemnify the Buyer Indemnified Parties, pursuant to Section 9.1(a), including for any breach of Xxxxxxx Polymer which are not specifically enumerated a representation or warranty of Seller contained in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement3.15.

Assumption of Liabilities. At Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to pay, honor, perform and discharge as and when due, each in accordance with and all subject to the terms and conditions of the following liabilities relevant governing agreements, commitments and obligations of Xxxxxxx Polymer or the Subsidiaries (collectivelyinstruments, the “Assumed Liabilities”): following Liabilities primarily relating to the Transferred Assets and the Business: (a) all trade accounts payable Liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries included in Sellers to be performed from and after the Closing Net Asset Value Statement; Date under or specific to the Assumed Contracts and the Transferred Facilities, including, without limitation, any guaranty by Kaiser or an Affiliate of Kaiser under an Assumed Contract; (b) all accrued liabilities Liabilities and rebate obligations relating to or arising out of Xxxxxxx Polymer the conduct of the Business on or the Subsidiaries included in after the Closing Net Asset Value Statement; Date; (c) all other liabilities payments required to be made pursuant to Section 365(b)(i) of the Bankruptcy Code, whether necessary to cure defaults or otherwise allow the assumption and assignment of the Assumed Contracts (the "Cure Obligations"); (d) in accordance with the terms of Article 6, the Liabilities and obligations of the Sellers with respect to Employees of the Business included in as of and reflected on the Closing Net Asset Value Financial Statements as updated by the final Closing Date Working Capital Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and ; (e) all Liabilities reflected on the Closing Financial Statements, as updated by the final Closing Date Working Capital Statement, or to the extent that such Liabilities were incurred in a manner permitted under Section 7.1 of this Master Agreement or otherwise listed on Schedule 2.3(e); and (f) Liabilities and obligations of the Foreign Subsidiaries reflected in on the Closing Net Asset Value Statement, warranty Financial Statements as updated by the final Closing Date Working Capital Statement or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closingas otherwise described in clauses (a) through (e) above. The parties acknowledge Liabilities and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities obligations described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which clauses (a) through (f) are not specifically enumerated in this Section; provided that, for collectively referred to as the "Assumed Liabilities." For the avoidance of doubt, no Liabilities and obligations of the provisions Transferred Subsidiary shall be included within "Assumed Liabilities" solely by virtue of this Section 3 shall not be construed the transfer of the capital stock of the Transferred Subsidiary to affect any liabilities Buyer unless they otherwise fit within the meaning of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement"Assumed Liabilities."

Assumption of Liabilities. At Upon the Closingsale and purchase of the Acquired Assets, Buyer Purchaser shall assume and agree to pay, perform and pay or discharge as and when due, each and due in accordance with their respective terms all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) under all trade accounts payable leases of Xxxxxxx Polymer or real property set forth on Section 4.5(b)(i) of the Subsidiaries included in the Closing Net Asset Value Statement; Disclosure Schedule, (b) under all accrued liabilities and rebate obligations contracts set forth in Section 4.12(a) of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Disclosure Schedule, (c) all other liabilities under the capital and operating equipment leases set forth in Section 4.12(a)(xii) of the Business included in the Closing Net Asset Value Statement; Disclosure Schedule, and (d) all liabilities relating to Seller's Dental Business that are incurred by Purchaser and obligations under that arise on and after the Contracts Effective Date, excluding any liability for breach or non-performance by Seller of any of the foregoing described in clauses (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(ba), (b) of this Agreement); and or (ec) to the extent reflected in the Closing Net Asset Value Statement, warranty existing on or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the ClosingEffective Date. The parties acknowledge and agree that the liabilities to be assumed by Buyer Purchaser under this Agreement shall consist only are hereinafter sometimes referred to as the "Liabilities." Except as specifically provided in the first sentence of those Assumed Liabilities described in this Section 3 and 1.2, Purchaser shall not include assume or be bound by any other obligations or liabilities of Seller or obligations its affiliates or predecessors, of Xxxxxxx Polymer any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever. The liabilities which are not specifically enumerated in assumed by Purchaser under this Section; provided that, for Agreement are hereinafter sometimes referred to as the avoidance "Excluded Liabilities." The assumption of doubt, the provisions of this Section 3 Liabilities by Purchaser hereunder shall not be construed to affect enlarge any liabilities rights of third parties and nothing herein shall prevent Purchaser from contesting in good faith with any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementthird party any of such Liabilities.

Assumption of Liabilities. At As partial consideration for the Closingsale, Buyer shall assume transfer, assignment and agree to pay, perform and discharge as and when due, each and all delivery of the U.K. Business and the Purchased Assets and upon the terms and subject to the conditions set forth in this Offer and the Master Agreement, Offeror shall assume, pay and perform from and after the Closing the following obligations, contracts and liabilities and obligations of Xxxxxxx Polymer or Offeree arising exclusively out of the Subsidiaries conduct of the U.K. Business (collectively, the “"Assumed Liabilities”): "), but no others: (a) all the accrued expenses and trade accounts payable (excluding amounts due to Affiliates of Xxxxxxx Polymer or Offeree) of the Subsidiaries included U.K. Business that have been incurred exclusively in the ordinary course of the U.K. Business through the Closing Date, in the amounts and to the extent reflected on the Final Closing Net Asset Value Statement; ; (b) all accrued liabilities Liabilities and rebate obligations of Xxxxxxx Polymer or relating to Customer deposits relating exclusively to the Subsidiaries included U.K. Business, but only in the amount and to the extent reflected on the Final Closing Net Asset Value Statement; ; (c) all other liabilities of the Business included in Liabilities accruing from and after the Closing Net Asset Value Statement; (d) all liabilities and obligations Date under the Assumed Contracts (other than Liabilities attributable to any breach or failure by Offeree to comply with the Excluded Contracts terms thereof on or before the Closing); (d) subject to and in accordance with the employee agreements and employee benefit plans excluded as assets provisions of Article IX of the Master Agreement, all obligations relating to the Transferred U.K. Employees imposed on Offeror by any Law, statute, rule, regulation or common law (whether under Section 2(b) of this AgreementTULRCA, the Transfer Regulations, or ERA); and and (e) any other specifically identified Liabilities of Offeree relating to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree U.K. Business that the liabilities are expressly assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include Representative or Offeror at the Closing pursuant to any other liabilities or obligations provision of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubtOffer, the provisions of this Section 3 shall not be construed to affect U.K. Property Contracts, the Master Agreement or any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementother Operative Documents.

Assumption of Liabilities. At Subject to the Closingterms and conditions of this Agreement, Buyer at and as of the Effective Time, the Purchaser shall assume and agree to pay, perform perform, discharge and discharge as and satisfy when due, each and all only those Liabilities of the following liabilities Seller which are specifically enumerated below and obligations of Xxxxxxx Polymer or no others, and then only to the Subsidiaries extent that such enumerated Liabilities are attributable to the Business and are not Excluded Liabilities set forth in Section 2.4 below (collectively, the “Assumed Liabilities”): "ASSUMED LIABILITIES"): (a) all trade accounts payable Liabilities of Xxxxxxx Polymer the Seller relating to the period on and after the Closing Date under the Contracts set forth on Schedule 2.1(g) to the extent related to the Business or the Subsidiaries included in Transferred Assets that are (i) validly assigned to the Closing Net Asset Value Statement; Purchaser and (ii) according to the terms of such Contracts, relate to periods after the Effective Time and are to be paid, performed or satisfied after the Effective Time; (b) all accrued liabilities and rebate obligations those Liabilities of Xxxxxxx Polymer or the Subsidiaries included in Seller specifically recorded on the Closing Net Asset Value Statement; Date Balance Sheet; (c) all other liabilities Liabilities for Damages to persons or property arising out of alleged defects in products of the Business included manufactured after the Effective Time; provided, however, that where the allegedly defective products were manufactured in part before the Closing Net Asset Value Statement; Effective Time and in part after the Effective Time, the Purchaser shall assume under this Section 2.3(d) only the portion of such Liabilities that arise out of defects attributable to the manufacturing performed after the Effective Time; (d) all liabilities and obligations Liabilities in respect of product warranties; provided, however, that where the allegedly defective products were manufactured in whole or in part before the Effective Time, the Seller shall reimburse the Purchaser after the Closing Date upon demand by the Purchaser for the portion of such Liabilities that arise out of defects attributable to the manufacturing performed before the Effective Time. Amounts reimbursed by the Seller to the Purchaser under this Section 2.3(e) shall be treated as a reduction of the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement)Purchase Price; and and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries Liabilities with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described Plans, except as specifically set forth in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement10.1(b).

Assumption of Liabilities. At On the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, Buyer Purchaser shall assume assume, effective as of the Closing, and agree to pay, shall timely perform and discharge in accordance with their respective terms, the following Liabilities existing as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Closing Date (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable All accrued and unpaid Liabilities of Xxxxxxx Polymer or the Subsidiaries included Sellers exclusively relating to the Stamping Business arising in the ordinary course of business during the Bankruptcy Case through and including the Closing Net Asset Value Statement; Date to the extent such Liabilities are allowed administrative expenses of the Sellers’ estates pursuant to Section 503(b) of the Bankruptcy Code, including but not limited to, Liabilities of the Sellers, to the extent allowed, in respect of Taxes, environmental obligations, salary, wages commissions, and other employee payroll obligations and expenses incurred in the operation of the Stamping Business; (b) all accrued liabilities and rebate obligations Liabilities of Xxxxxxx Polymer or Sellers under the Subsidiaries included in Assumed Executory Contracts arising after the Closing Net Asset Value Statement; Date; (c) all other liabilities of Cure Costs related to the Business included in the Closing Net Asset Value Statement; Assumed Executory Contracts; (d) all liabilities Liabilities of Sellers as of the Closing Date for any accrued and obligations under unpaid claims related to the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(bPurchased Assets that are allowed administrative expenses pursuant to Sections 503(b)(9) or 546(c) of this Agreement); and the Bankruptcy Code; (e) all Liabilities under any product-related warranties or product-related guarantees of the Sellers with respect to the Purchased Assets, but not including Claims of any entity against Sellers or Sellers’ estates that existed or arose prior to the Petition Date; (f) all Liabilities of Sellers related to the Purchased Assets with respect to statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings provided an appropriate reserve is established therefore, but only to the extent reflected such Liabilities constitute allowed administrative claims under Section 503(b) of the Bankruptcy Code; (g) all Liabilities of Sellers related to the Purchased Assets for mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Closing Net Asset Value Statement, warranty ordinary course of the Stamping Business; (h) all transfer Taxes and all documentary or product return obligations of Xxxxxxx Polymer deed stamps and all charges for or in connection with the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities recording of any Subsidiarydocument or instrument contemplated hereby, which liabilities will remain in connection with the applicable Subsidiary notwithstanding transfer of the transactions Purchased Assets; (i) all Liabilities which may arise under the WARN Act as a result of the Transactions contemplated by this Agreement. (j) all Liabilities and obligations with respect to claims arising out of the ownership of the Purchased assets or the employment of any of the Transferred Employees after the Closing Date.

Assumption of Liabilities. At the ClosingExcept as otherwise provided ------------------------- herein, Buyer Purchaser shall assume on the Closing Date, and agree to payshall perform or discharge on or after the Closing Date, perform and discharge as and when due, each and (i) all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade Seller's current accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all and current accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and current portion of long- term debt) related to the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); Division and (eii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) ----------- attached hereto to the extent reflected that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, -------------- Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the Closing Net Asset Value Statementordinary course of business or not indicated on Exhibit 2.3(b), warranty (ii) any -------------- liability set forth on Exhibit 2.3(b) which may be incurred by reason of any -------------- breach of or product return default under such contracts, leases, commitments or obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries which occurred prior to the Closing. The parties acknowledge and agree that Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the liabilities assumed Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Buyer under this Agreement shall consist only Seller, including, without limiting the generality of those Assumed Liabilities described the foregoing, any such antitrust liability which may arise in this Section 3 and shall not include any other liabilities connection with agreements, contracts, commitments or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, orders for the avoidance sale of doubt, goods or provision of services by Seller reflected on the provisions books of this Section 3 shall not be construed Seller at or prior to affect the Closing Date; (iv) any liabilities liability based upon or arising out of any Subsidiarytortious or wrongful actions of Seller or any of its directors, which liabilities will remain with officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to -------------- any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the applicable Subsidiary notwithstanding Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement.; (ix) any liability of Seller for the unpaid Taxes of any Person other than Seller under Treasury Regulation (S) 1.1502-6 (or any similar provision of state, local or foreign law), as transferee or successor, by contract, or otherwise; nor (x) any liability of Seller for costs and expenses described in Section 14.5(a) hereof. ---------------

Assumption of Liabilities. At Upon the terms and subject to the ------------------------- conditions of this Agreement, in reliance on the representations, warranties and agreements of Sellers contained herein, and in consideration of the sale of the Acquired Assets referred to in Section 1.2 hereof, Purchaser shall on the date of the Closing, Buyer shall without any further responsibility or liability of Sellers or each of their past and present affiliates and their successors and assigns and each of their officers, directors, employees and agents, shareholders, partners, principals, directors and members (the "Seller Representatives"), absolutely and irrevocably assume and agree to pay, perform be solely liable and discharge as responsible for only those specific obligations and when due, each liabilities of Sellers arising from and all in connection with the Acquired Assets or the operation of the following Network or of TSM from and after the date of Closing, and the liabilities and obligations of Xxxxxxx Polymer or set forth on Schedule 1.4 hereto and no others, (the Subsidiaries (collectively, the “"Assumed Liabilities”): (a) all trade accounts payable "). It is not the intention of Xxxxxxx Polymer either Purchaser or Sellers that the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities assumption by Purchaser of the Business included Assumed Liabilities shall in any way enlarge the Closing Net Asset Value Statementrights of third persons under any agreements or arrangements with Purchaser or Sellers. Nothing contained herein shall in any way prevent Purchaser from contesting in good faith any of the Assumed Liabilities with any third person obligee; (d) all liabilities and provided that no contestation shall relieve Purchaser of its obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) hereunder to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries Sellers with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closingthereto. The parties Sellers acknowledge and agree that the only liabilities of Sellers assumed by Buyer under this Agreement shall consist only of those Purchaser are the Assumed Liabilities described in this Section 3 and shall not include any that all other liabilities or obligations of Xxxxxxx Polymer which Sellers and TSM are not specifically enumerated in this Section; provided thatbeing assumed by Purchaser and are being retained as a liability of Sellers, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities regardless of any Subsidiarylimitation, which qualifications or disclosure that may be made in any representations or warranties herein with respect to the subject matter of such liabilities will remain with and any liens, claims, charges or encumbrances of any kind for taxes or other governmental claims existing at the applicable Subsidiary notwithstanding date of Closing (the transactions contemplated by this Agreement"Retained Liabilities").

Assumption of Liabilities. At On the Closingterms and subject to the conditions set forth herein, from and after the date hereof, the Buyers will assume and satisfy or perform when due only the following Liabilities of the Sellers (the "ASSUMED LIABILITIES"): (a) Sellers' obligations under the assigned contracts and agreements identified in Schedules 2.2(b), 2.2(c), 2.2(d), and 2.2(e) hereof; and (b) any and all Liabilities relating to the ownership, use, or operation of the Acquired Assets arising after the date hereof; PROVIDED, HOWEVER, no Buyer shall assume have any obligation pursuant to any contract or agreement of Sellers identified in Schedules 2.2(b), 2.2(c), 2.2(d), or 2.2(e) hereof that by its terms or under applicable law requires, prior to assignment, a consent to assignment unless a written consent thereto has been obtained on or prior to the date hereof. With respect to each such contract not assigned to a Buyer, which would have been acquired by a Buyer pursuant to Section 2.2 but for the failure to obtain a required consent, the relevant Seller(s) shall continue to deal with the other contracting party(ies) to such contract as the prime contracting party, and the Buyers, the Sellers, and the Partners shall use commercially reasonable efforts to obtain the consent(s) of all required parties to the assignment of such contract(s). Such contract(s) shall be promptly assigned by the relevant Seller(s) to the relevant Buyer(s) designated by Peregrine after receipt of such consent(s) after the date hereof and thereafter shall be deemed to be an Assumed Liability hereunder as if such consent had been obtained contemporaneously with or prior to the execution and delivery of this Agreement. Notwithstanding the absence of any such consent, the Buyers shall be entitled to the benefits of such contract(s) accruing after the date hereof to the extent that the relevant Seller(s) may provide the Buyers with such benefits without violating the terms of such contract, and the Buyers agree to pay, perform and discharge as and when due, each and at their sole expense all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (eSeller(s) to be performed under such contract(s) from the extent reflected in the Closing Net Asset Value Statementdate hereof until such time as Buyers reasonably determine that such consents cannot be obtained, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries after which Buyers shall have no further obligation with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior performance of such contract(s). In such event, Buyers agree to provide Sellers reasonable access to their facilities, materials, and personnel and an appropriate license to the Closing. The parties acknowledge and agree that Software so as to permit the liabilities assumed by Buyer Sellers to perform their obligations under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, such contracts for the avoidance balance of doubttheir term (as applicable on the date hereof). Sellers shall compensate Buyers for providing such facilities, the provisions of this Section 3 shall not materials, personnel, and license on commercially reasonable terms to be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementagreed between Buyers and Sellers.

Assumption of Liabilities. At Subject to the Closingconditions specified in this Agreement, Buyer on the Closing Date, Purchaser shall assume and agree to pay, defend, discharge and perform and discharge as and when due, each and due all of the following liabilities and obligations of Xxxxxxx Polymer or Seller as of the Subsidiaries Closing Date primarily relating to the Other Business Segments (collectively, the “Assumed Liabilities”): ), including, but not limited to, the following: (a) all trade accounts payable of Xxxxxxx Polymer or obligations and liabilities under the Subsidiaries included in the Closing Net Asset Value Statement; Contracts and Assigned Leases; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer continued performance under executory vendor purchase orders for the purchase of supplies, equipment or services under which the Subsidiaries included in supplies, equipment or services pertaining to the Closing Net Asset Value StatementOther Business Segments (the “Vendor Orders”); and (c) all other obligations and liabilities of that are due to the Business included Assumed Employees including, but not limited to, any obligations or liabilities in the Closing Net Asset Value Statement; connection with severance or termination payments; (d) all liabilities accounts payable as of the Closing Date (1) associated with the Other Business Segments and obligations under referenced in the Contracts Accounting Data, and (other than 2) associated with the Excluded Contracts Resource Center and shown on Schedule 2.3(d); provided, however, that the employee agreements accounts payable identified pursuant to clauses (1) and employee benefit plans excluded as assets under Section 2(b(2) of this Agreement)sub-section shall be updated to take into account (A) all payments made and other activity prior to the Closing Date and (b) the addition of any new accounts payable to the other Business Segments prior to the Closing Date; and provided, further, that if the parties are unable to resolve a dispute whether a particular account payable falls within the scope of clause (1) or (2) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties. (e) all liabilities arising in connection with the litigation and other claims primarily related to the extent reflected in Other Business Segments, including, but not limited to, the Closing Net Asset Value Statementlitigation and claims listed on Schedule 2.3(e); (f) all liabilities arising from or relating to acts, warranty errors or product return omissions of the Assumed Employees; (g) all liabilities under arising from or relating to the Transferred Plans; and (h) all obligations and liabilities under the Amended and Restated Employment Agreement, effective January 1, 2004, and the First Amended and Restated Employment Agreement on January 31, 2005, both between Seller or one or more of Xxxxxxx Polymer or its affiliates and Kxxxxxx X. Xxxx, as amended by a letter agreement dated October 31, 2006 between Kies and Cxxxx Consulting, Inc. (the Subsidiaries “Letter Agreement”); provided, however, that Purchaser shall not assume any liability with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior $500,000 payment to Kies pursuant to the Closing. The parties acknowledge terms and agree that conditions of the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Letter Agreement.

Assumption of Liabilities. At (a) Effective as of the Closing, Seller shall not have any liability or obligation with respect to, and Buyer shall assume and agree to thereafter pay, perform and discharge as and when due, each and all of only the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (ai) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in obligations arising after the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Assumed Contracts (other than the Excluded Contracts obligations and the employee agreements and employee benefit plans excluded as assets under Section 2(b) liabilities arising out of this Agreement); and (e) or relating to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold a breach by Xxxxxxx Polymer or the Subsidiaries Seller that occurred prior to or at the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that), including, for the avoidance of doubt, compliance with all terms and conditions of the provisions Assumed Contracts; (ii) liabilities for credits to customers for settlements made by Seller to the extent included in the calculation of Closing Net Working Capital; (iii) all current liabilities to the extent included in the calculation of Closing Net Working Capital; and (iv) all lease payments and other obligations arising after the Closing under the Real Property Leases. (b) Notwithstanding anything to the contrary contained in this Section 3 Agreement, Buyer shall not have any liability or obligation with respect to, shall not assume or agree to pay, perform or discharge, and shall not be construed deemed by virtue of the execution and delivery of this Agreement or any document delivered pursuant to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement, or as a result of the consummation of the Contemplated Transactions, to have assumed, or to have agreed to pay, perform or discharge, any liability, obligation or indebtedness of Seller, any Seller Interestholder or any of their respective Affiliates, whether primary or secondary, direct or indirect, known or unknown, asserted or unasserted, due or to become due, accrued, absolute, contingent or otherwise, and whether arising prior to, on or after the Closing Date, other than the Assumed Liabilities.

Assumption of Liabilities. At (a) Subject to the Closingterms and conditions of this Agreement, Buyer at and as of the Effective Time, Purchaser shall assume and agree to pay, perform perform, discharge and discharge satisfy when due in accordance with their terms the following Liabilities: (i) Liabilities as and when due, each and all of the following Effective Time owing to Licensor related to the License, the current amount of which is $27,262.00; (ii) Liabilities under any of the Designated Contracts, or arising out of any Transferred Assets, accruing, arising out of or relating to periods after the Effective Time (other than Liabilities resulting from breaches of Designated Contracts by Seller prior to the Effective Time); (iii) Liabilities as of the date hereof to each of the Persons listed and described on Schedule 2.3(a)(iii) attached hereto, in an amount not to exceed $1,141,587 in the aggregate (inclusive of the amounts due to Binney & Sxxxx (i.e., Licensor) and Jam’n Logistics which are also referred to in Section 2.3(a)(i) and 2.3(a)(iv) hereof, respectively). Seller’s records indicate that the amount of such Liabilities are as set forth under the heading Seller’s Records on Schedule 2.3(a)(iii) hereto. The records of certain of the Persons identified on Schedule 2.3(a)(iii) indicate that the amount of such liabilities are as set forth under the heading Creditors’ Records on Schedule 2.3(a)(iii). The amount by which each such Person’s records exceed Seller’s records is referred to as the “Excess Amount”. In the event the Purchaser disputes the Excess Amount of any such Person, such Person shall have the right to (i) agree that such Person’s Excess Amount shall not be included in the Assumed Liabilities, in which case such Excess Amount shall be deemed to be an unsecured claim against Seller in the Bankruptcy Case or (ii) submit the disputed amount to Cornerstone Management Consultants and obligations M.X. Xxxxxx Associates LLC who shall jointly determine the propriety of Xxxxxxx Polymer or the Subsidiaries Excess Amount and if found due and owing, then such Excess Amount shall be included as part of the Assumed Liabilities. The costs concerning the resolution of such dispute shall be borne by such Person and Purchaser. (collectivelyiv) Liabilities as of the Petition Date to Jam’n Logistics as described on Schedule 2.3(a)(iv) but only to the extent that any such Liabilities constitute a valid, non-avoidable warehousemen’s lien on the Inventory of the Licensed Products, together with storage, pick and pack and other charges accruing from and after the Petition Date to the Effective Time in the ordinary course of business with respect to the Inventory; and (v) all commissions, royalties, override payments and shipping costs incurred in connection with the sale of Inventory generating the Inventory Receivables. The Liabilities described in the foregoing clauses (i), (ii), (iii), (iv) and (v) are collectively defined herein as the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; . (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or From the Subsidiaries included in date hereof through the Closing Net Asset Value Statement; Date, Seller shall use commercially reasonable efforts to obtain settlements or stipulations (cbut without any obligation of Seller to pay any amount in respect of such settlements) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) with B & S to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior it objects to the Closing. The parties acknowledge assumption and agree that assignment of the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include License or any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementrelated cure amount.

Assumption of Liabilities. At the Closinga. Buyer hereby assumes, Buyer shall assume and agree agrees to perform, and otherwise pay, perform satisfy and discharge as all existing and when due, each and all of the following future liabilities and obligations of Xxxxxxx Polymer or S&T other than those liabilities owed by the Subsidiaries (collectivelyCompany to the Buyer, except as set forth below, totalling $499.00 as of the date of this Agreement and as more particularly set forth on Schedule “B” attached hereto and referred to as the “Assumed Liabilities”): . Seller also agrees to assign any and all claims, causes of action, and affirmative defences which it ever had, now has, or hereafter may have, whether currently known or unknown relating to the Assumed Liabilities of the Buyer. b. Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of S&T's business (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included Seller for transfer, Sales, use, and other non-income taxes arising in connection with the Closing Net Asset Value Statement; consummation of the transactions contemplated hereby, and (db) all liabilities and obligations of the Seller under the Contracts agreements, contracts, leases, licenses, and other claims, debts, expenses, liabilities, and claims of legal fees whatsoever associated with or incurred as a result of such Assumed Liabilities (other than collectively the Excluded Contracts “Assumed Liability Expenses”), and that S&T and Buyer will forever indemnify and hold harmless the employee agreements Company against Such Assumed Liabilities and employee benefit plans excluded any Assumed Liability Expenses following the Closing. c. Effective as assets under Section 2(b) of this Agreement); and (e) the Closing, the Buyer hereby agree to forgive all of its debt owed to the extent reflected in Buyer from the Closing Net Asset Value StatementCompany, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thattotalling $15,105.37, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementas more particularly set forth on Schedule “C” attached hereto.

Assumption of Liabilities. At Subject to the Closingterms and conditions set forth herein, Buyer SMFL shall assume and agree to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer Sellers set forth below, but only to the extent that such obligations do not relate to any breach, default or violation by Sellers or other amounts due and payable on or prior to the Subsidiaries Closing (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable of Xxxxxxx Polymer or The obligations under that certain Practice Services Agreement, dated May 2, 2008, by and among OrthoSynetics, Inc., a Delaware corporation (“OSI”), Dentist and SOC (as amended, as more specifically set forth in that certain Assignment and Assumption Agreement (the Subsidiaries included in the Closing Net Asset Value Statement“OSI Assignment and Assumption”), by and among Dentist, SOC and OGPA, being executed contemporaneously with this Agreement; and (b) all accrued liabilities That certain Equipment Lease Agreement, dated 2011, by and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities between CoActiv Capital Partners, Inc. and obligations under the Contracts (other SOC. Other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value StatementAssumed Liabilities, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and Buyers shall not include assume any other liabilities or obligations of Xxxxxxx Polymer either of Sellers of any kind or otherwise related to the Practices or the Purchased Assets, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created (all of which are not specifically enumerated in this Section; provided that, for the shall be referred to collectively as “Excluded Liabilities”). For avoidance of doubt, any amounts, refunds, credits, or other payments or offsets due to patients of Sellers that become patients of OGPA, any amounts payable to collection agencies attributable to services rendered prior to Closing, and any and all funds, payments and other consideration received by Sellers prior to Closing for treatment or other services not yet rendered remain obligations of Sellers and constitute Excluded Liabilities. Any such amounts which Buyers choose to pay or honor, in their sole and absolute discretion, shall be offset against the provisions of amounts due to Sellers under this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementAgreement or otherwise.

Assumption of Liabilities. At As additional consideration for the ClosingAcquired Assets, the Buyer shall assume and agree to pay, perform and discharge hereby assumes the Assumed Liabilities (as and when due, each and all defined below). All other liabilities of any nature whatsoever of the following Seller shall remain and be the sole obligation of the Seller including, without limitation, product liability, product warranties, all other pending litigation, liabilities related to outstanding debentures of the Seller (the "Debentures") and obligations of Xxxxxxx Polymer or the Subsidiaries liabilities for any unpaid legal fees and disbursements payable to Richardx, Xxxxxn & Xxxshon (collectively, the “Assumed xxx "RWG Liabilities”): (a") all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries not included in the Closing Net Asset Value Statement; Assumed Liabilities. For purposes of this Agreement, the term "Assumed Liabilities" shall be defined as and shall be expressly limited to the following listed liabilities: (bi) all accrued unsecured liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded Reorganization Liabilities, as assets under Section 2(bdefined below) of this Agreementthe Seller as of the Closing, as reflected on the books and records of the Seller, up to a maximum aggregate amount not to exceed $3,600,000 (the "Trade Liabilities") . The Trade Liabilities shall consist solely of the amounts set forth next to the names of the respective suppliers and other creditors of the Seller to whom such Trade Liabilities are due, as listed on Schedule 2.7(i); and and (eii) unsecured liabilities (other than the Trade Liabilities) owed to holders of allowed claims pursuant to the extent reflected in plan of reorganization of Image Laboratories, Inc., up to a maximum amount not to exceed $3,065,000 (the Closing Net Asset Value Statement, warranty or product return obligations "Reorganization Liabilities"). The Reorganization Liabilities shall consist solely of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior amounts set forth next to the Closing. The parties acknowledge and agree that names of the liabilities assumed by Buyer under this Agreement shall consist only respective holders of those Assumed such claims to whom such Reorganization Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatdue, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementas listed on Schedule 2.7(ii).

Assumption of Liabilities. (a) At the Closing, Buyer shall assume and agree to thereafter pay, perform honor and discharge as when due and when due, each and all of payable only the following liabilities and obligations Liabilities of Xxxxxxx Polymer or the Subsidiaries Seller (collectively, the “Assumed Liabilities”): ): (ai) all Liabilities of Seller and its Affiliates accruing with respect to periods commencing on and after the Effective Time under the Assumed Contracts and which relate to the performance of the Assumed Contracts after the Effective Time; (ii) all Liabilities with respect to employee matters to be assumed or performed by Buyer pursuant to Article 7 (the “Assumed Employment Obligations”); (iii) all Liabilities occurring, arising out of or related to the ownership and operation of the Business and the Transferred Assets on and after the Effective Time; and (iv) any Liability created by this Agreement that is the express obligation of Buyer. (b) Buyer does not assume or agree to pay, honor or discharge, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated hereby, to have assumed, or to have agreed to pay, honor or discharge, any Liability of Seller, existing prior to the Effective Time or arising thereafter and which arise out of or relate to or are otherwise attributable to events or circumstances occurring prior to, or in existence prior to, the Effective Time (the “Retained Liabilities”), including, without limitation, the following: (i) all Liabilities related to the employment by Seller or its Affiliates of any current or past employees prior to the Effective Time, other than the Assumed Employment Obligations; (ii) all Liabilities arising under any contracts which are not Assumed Contracts; (iii) all Liabilities arising under any actions, suits and proceedings pending or threatened at Law or in equity or before any Governmental Entity (whether or not service of process has been perfected) as of the Effective Time; (iv) to the extent that such are unpaid, all trade accounts payable of Xxxxxxx Polymer arising from goods or products received or services performed for the Subsidiaries included Business in the Closing Net Asset Value Statement; ordinary course of business and which either (bA) are set forth on the Balance Sheets or (B) have been incurred since March 26, 2006 without violating the terms of Section 6.1 had such terms been in effect as of March 26, 2006; (v) all accrued liabilities and rebate obligations Liabilities arising from the ownership or operation of Xxxxxxx Polymer or any of the Subsidiaries included in the Closing Net Asset Value StatementExcluded Assets; and (cvi) all other liabilities Liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree Seller that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementAssumed Liabilities.

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Purchaser shall assume assume, effective as of the Closing, and agree to payshall timely perform, perform pay and discharge as and when duein accordance with their respective terms, each and all Liabilities of Seller other than the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Excluded Liabilities (collectively, the “Assumed Liabilities”): ), including, without limitation, the following Liabilities: (a) all trade accounts payable Liabilities of Xxxxxxx Polymer or Seller under the Subsidiaries included in Purchased Contracts arising from and after the Closing Net Asset Value Statement; Date; (b) all accrued liabilities any sales, use, stamp, transfer and rebate obligations other Taxes applicable to the transfer of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Purchased Assets pursuant to this Agreement for which Purchaser has assumed responsibility pursuant to Section 7.15(b); (c) all other liabilities Accounts Payable as of the Business included in the Closing Net Asset Value Statement; Date; (d) all liabilities Liabilities arising from and obligations under after the Contracts (other than Closing Date with respect to the Excluded Contracts Business and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and Purchased Assets; (e) all product Liabilities, all product warranties or guaranty Liabilities, and all Liabilities for product recall or replacement with respect to any product sold by the Business (including prior to the Closing and whether or not any claim thereof has been made or is pending as of the Closing), in each case, solely to the extent reflected in of the amount of proceeds actually received by Purchaser for claims made pursuant to the Assigned Insurance Policy; (f) Liabilities under the Leased Real Property leases arising from and after the Closing Net Asset Value StatementDate; and (g) except as otherwise provided in Section 7.15(c), warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior Liabilities for Taxes relating to the Closing. The parties acknowledge and agree that Purchased Assets for all taxable periods (or portions thereof) beginning after the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementClosing Date.

Assumption of Liabilities. At Subject to the Closingterms and conditions of this Agreement, on the Closing Date, Buyer shall (or controlled Affiliates designated by Buyer) will assume and agree to pay, perform perform, and discharge as and when due, each and all only the following Liabilities of the following liabilities Seller Parties in accordance with their respective terms and obligations of Xxxxxxx Polymer or subject to the Subsidiaries respective conditions thereof (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in Liabilities arising after the Closing Net Asset Value Statementunder the Assigned Contracts, but excluding any Liability of any Seller arising from or related to such Assigned Contracts as a result of (i) any breach of any such Assigned Contract occurring on or prior to the Closing Date; (ii) any violation of Law, breach of warranty, tort or infringement in connection with any such Assigned Contracts occurring on or prior to the Closing Date; or (iii) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand related to the foregoing clauses (i) or (ii); (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included any trade account payable incurred by a Seller in the Ordinary Course of Business of operating the Parks (i) that is reflected on the Balance Sheet, or (ii) that is incurred between the Balance Sheet Date and the Closing Net Asset Value StatementDate and that is not reflected on the Balance Sheet, and in each instance which remains unpaid at, and is not past due or delinquent, as of the Closing Date, provided, however, that such trade account payables will not include any amounts or payables owed to Affiliates or Related Parties of the Seller Parties (the “Intercompany Payables”); and (c) all other liabilities of Liabilities in connection with the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts Pre-Sale Tickets (other than Liabilities that are directly or indirectly related to an Excluded Liability or the Excluded Contracts Seller Parties’ breach of a representation and the employee agreements and employee benefit plans excluded as assets warranty or covenant under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. At On the terms and subject to the conditions set forth herein, on and after the Initial Closing Date and each Subsequent Closing Date, the Buyer shall assume, satisfy or perform the Liabilities attributable to the respective Ownership Shares of the Required Sellers or the Remaining Sellers participating in such Closing, Buyer shall assume and agree to payin each case, perform and discharge as and when duein respect of, each and all or otherwise arising from the operation or use of the following liabilities and obligations of Xxxxxxx Polymer or Acquired Assets, other than the Subsidiaries Excluded Liabilities (collectively, as set forth in Section 2.4 below) (the “"Assumed Liabilities”): "): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries Environmental Liabilities, other than those included in the Closing Net Asset Value Statement; Excluded Liabilities (as set forth in Section 2.4); (b) except as specifically provided in Sections 2.4(p) and 2.4(q), all accrued liabilities Liabilities under (i) the Material Contracts, Leases, Other Assigned Contracts, Emergency Preparedness Agreements, Intellectual Property Licenses, the Transferable Permits and rebate obligations any employment contracts with NAESCO employees, all in accordance with the terms thereof, except in each case, to the extent such Liabilities, but for a breach or default by any Seller, would have been paid, performed or otherwise discharged prior to such Closing Date, or to the extent the same arise out of Xxxxxxx Polymer any such breach or default and (ii) the Subsidiaries included in contracts, leases, commitments and other agreements entered into by the Sellers with respect to the Acquired Assets prior to the final Subsequent Closing Net Asset Value Statement; pursuant to the terms of this Agreement; (c) all other liabilities Liabilities in respect of or otherwise arising from the Business included Permitted Encumbrances which do not result from a default or failure to act under the Permitted Encumbrances by the Sellers prior to the Initial Closing Date; provided, however, Permitted Encumbrances as to which a Seller's liability terminates as a matter of law upon such Seller's sale of its interest in the Closing Net Asset Value Statement; Real Property shall not be Assumed Liabilities; (d) with respect to the Acquired Assets, any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Acquired Assets on or after such Closing Date, and any Liability to make payments in addition to or in lieu of property taxes, but not any Income Taxes attributable to income received by the Sellers or any New Hampshire Business Enterprise Taxes to which any of the Sellers may be subject prior to such Closing Date; (e) all liabilities Liabilities in respect of (i) the Decommissioning of the Facility, (ii) the management, storage, transportation and disposal of Spent Nuclear Fuel (including, without limitation, all fees payable to DOE under the DOE Standard Contracts accrued after the relevant Closing Date) and Low Level Waste, and (iii) any other decommissioning or post-operative disposition of the Facility or any other Acquired Assets; (f) any Liability for any Pricx-Xxxxxxxx xxxondary financial protection retrospective premium obligations for (i) the Sellers' nuclear worker Liability attributable to employment prior to such Closing Date or (ii) any third-party Nuclear Liability arising out of any nuclear incident prior to such Closing Date (it being agreed that if the Sellers are unable to cause the assignment of all or any part of such retrospective premium obligations, the Sellers shall remain primarily liable for such indemnification obligations and the Buyer shall indemnify the Sellers therefor pursuant to Section 9.4); (g) all Liabilities of the Sellers for retrospective premium obligations under the Contracts Sellers' NEIL xxxounts arising out of any occurrence prior to such Closing Date; (h) all Liabilities arising under or relating to Nuclear Laws or relating to any claim in respect of Nuclear Material arising out of the ownership or operation of the Acquired Assets whether occurring prior to, on or after such Closing Date, including liabilities or obligations arising out of or resulting from exposure to radiation, an "extraordinary nuclear occurrence," "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Site, or any other than licensed nuclear reactor site in the Excluded Contracts and United States, including, without limitation, liability for any deferred premiums assessed in connection with such an extraordinary nuclear occurrence, a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the employee agreements and employee benefit plans excluded as assets requirements imposed under Section 2(b170 of the Atomic Energy Act, 10 C.F.R. Part 140, and 10 C.F.R. section 50.54(w); (i) except as otherwise specifically addressed in this Section 2.3, all Liabilities accruing after such Closing Date arising under NRC Regulations or the NRC Licenses including fees or charges; (j) all other Liabilities expressly allocated to or assumed by the Buyer in this Agreement or in any of this Agreement); and the Related Agreements; (ek) all Liabilities under incentive compensation programs to the extent reflected in the Closing Net Asset Value Statement, warranty applicable to employees of NAESCO or product return obligations any Affiliate who are employed at Seabrook; and (l) all other Liabilities of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior any nature whatsoever to the Closing. The parties acknowledge extent arising from the ownership or operation of the Facility, Acquired Assets and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Liabilities, unless expressly excluded pursuant to Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement2.4.

Assumption of Liabilities. At the Subject to Closing, Buyer effective as of and from the Effective Time, the Purchaser shall assume and agree to paybecome responsible for, perform and shall perform, discharge as and pay when due, each and all of due the following obligations and liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “"Assumed Liabilities”): "): (a) all trade accounts payable obligations and liabilities of Xxxxxxx Polymer any kind with respect to the Purchased Business to the extent such obligations and liabilities arise out of the conduct of the Purchased Business by the Purchaser or the Subsidiaries included in use, ownership or operation of the Closing Net Asset Value StatementPurchased Assets from and after the Effective Time; provided, however, that the Purchaser shall not assume nor shall the Purchaser become responsible or liable for any liability or obligation arising from or out of any breach or non-performance of any Contract occurring before the Effective Time; (b) all accrued the current liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Purchased Business as at Closing; (c) all other obligations and liabilities relating to or arising from or in connection with the Purchaser's employment of each of the Transferred Employees from and after the Employee Start Date; and (d) subject in all respects to Section 5.15, all obligations and liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts Vendor and the employee agreements Vendor Affiliates in respect of accrued and employee benefit plans excluded as assets under Section 2(b) unused vacation relating to or arising from or in connection with the Vendor's or a Vendor Affiliate's employment of this Agreement); each of the Transferred Employees which obligations and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty liabilities existed and accrued at any or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries all times prior to the ClosingEmployee Start Date. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described Nothing in this Section 3 and 2.4 shall not include be construed to negate any liability or obligation explicitly assumed by the Purchaser elsewhere in this Agreement or in any other Transaction Document. Other than those liabilities explicitly assumed by the Purchaser in this Section 2.4 and elsewhere in this Agreement or any other Transaction Document, the Purchaser, directly or indirectly, shall assume no liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 Vendor or any Vendor Affiliate and shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementliable therefor.

Assumption of Liabilities. At the Closing, Buyer shall assume assume, and shall agree to pay, perform satisfy and discharge as and when due, each and all of the following same become due only those liabilities and obligations of Xxxxxxx Polymer or Seller specifically listed on SCHEDULE 1.3 hereto (the Subsidiaries (collectively"Assumed Obligations") and, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under subject to Section 2(b) 1.4 of this Agreement, the Assumed Leases (as hereafter defined); . True, correct and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations complete copies of Xxxxxxx Polymer or the Subsidiaries all agreements with respect to products and/or services sold by Xxxxxxx Polymer the Assumed Obligations are attached to SCHEDULE 1.3 hereto. Buyer shall not assume, agree to perform or discharge, indemnify the Subsidiaries prior Seller against, otherwise be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on SCHEDULE 1.3 hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume or be responsible for any of the following: any amounts due to any of Seller's creditors listed on SCHEDULE 1.3 hereto in excess of the Closingamounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on SCHEDULE 1.3 hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. The parties acknowledge Seller further agrees to satisfy and agree that discharge as the same shall become due all of its obligations and liabilities not specifically assumed by Buyer under hereunder. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. Effective as of the Closing Date, at the option of Buyer, all of Seller's employees shall consist only be terminated by Seller. Buyer shall permit any terminated employee of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations Seller to apply for employment at another location of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementBuyer.

Assumption of Liabilities. At ​ (a) Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, Buyer shall to assume and agree to pay, perform satisfy and discharge as and when duedue the Liabilities of Seller (other than the Retained Liabilities), each and specifically set forth below (all of such Liabilities and other than the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, Retained Liabilities being herein collectively referred to as the “Assumed Liabilities”): ​ (ai) all trade accounts payable Liabilities arising from the Exploitation of Xxxxxxx Polymer any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; ​ (ii) all Liabilities for Taxes relating to the Purchased Assets or the Subsidiaries included Product with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets contracted for in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations ordinary course of Xxxxxxx Polymer or the Subsidiaries included in business prior to the Closing Net Asset Value Statement; (c) pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and all other liabilities of the Business included Liabilities to customers under purchase orders for Product that have not yet been shipped at Closing, in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) each case to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations not related to any breach of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries Seller occurring prior to the Closing. The parties acknowledge ; ​ (iv) all Liabilities under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the sale and agree marketing of the Product consistent with past practice for any Product that has not been shipped prior to the liabilities assumed Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Buyer under this Agreement Seller prior to the Closing Date; ​ (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from the use or misuse of the Product on or after the Closing Date or otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of any split lots of Product, shall consist only be determined based on the percentage of those Assumed any such lot sold on or after the Closing Date; ​ (vi) all other Liabilities described in this Section 3 and shall not include any other liabilities relating to the Purchased Assets or obligations of Xxxxxxx Polymer which the Product, or Purchaser’s use thereof, solely to the extent that such are not specifically enumerated Retained Liabilities, including to any Governmental Authority, and all fees arising from or related to any Product Registrations and Intellectual Property included in this Sectionthe Purchased Assets, but only to the extent not related to or arising out of any act, omission or event occurring prior to the Closing; provided thatand ​ (vii) all Liabilities for branded prescription drug fees occurring after January 1, 2017, it being understood and agreed, for the avoidance of doubt, the provisions that Purchaser will report ownership of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain Product NDCs on IRS Form 8947 beginning with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.2017 reporting year (due November 2018). ​

Assumption of Liabilities. At (a) From and after the Closing, Closing Date Buyer shall assume be responsible for and agree agrees to pay, perform and discharge as and when due, each and all due only those liabilities which have been incurred from the date of Closing going forward. Buyer specifically does not assume the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) Seller. Buyer will assume all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement)Contracts; and The liabilities and obligations assumed by Buyer in accordance with this Section 3.2(a) are referred to as the "Buyer Assumed Liabilities" and as listed on Schedule 3.2(a) attached hereto . (eb) Seller shall retain and be responsible for, and hereby agrees to pay, perform and discharge when due, the following liabilities and obligations: (i) all liabilities and obligations relating to the extent reflected in Property, accruing before the Closing Net Asset Value StatementDate including Seller's accounts payable; (ii) violations of any environmental, warranty health or product return obligations safety law regarding Seller's operation of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries Property prior to the ClosingClosing Date. (iii) those other liabilities specifically assumed by Seller in this Agreement. The parties acknowledge liabilities and agree that the liabilities obligations assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described Seller in accordance with this Section 3 3.2(b) are referred to as the "Seller Retained Liabilities". (c) The parties recognize that on the Closing Date, certain costs and expenses to be paid respectively by Seller and Buyer will only be estimated or may be unknown as to amount or specific type of obligation. Seller and Buyer shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatcooperate to make all appropriate adjustments, for the avoidance of doubt, consistent with the provisions of this Section 3 Agreement. Each party shall, within five (5) days after any such written request, provide to the other party such information in its possession as may be reasonably required to make such adjustments. If any party receives any bxxx or claim which it believes to be the responsibility of the other party hereunder, it shall not be construed promptly submit such bxxx or claim to affect any liabilities the other party and the parties shall pay their pro-rata share thereof within thirty (30) days after receipt of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementsuch bxxx or claim.

Assumption of Liabilities. At (a) Purchaser shall assume at Closing: (i) obligations of PPI under the Contracts and Right-of-way Agreements attributable to periods of time commencing with the Closing, Buyer shall assume and agree provided, however, that (A) with respect to pay, perform and discharge as and when due, each and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Material Contracts and the employee agreements Right-of-way Agreements, Purchaser assumes such obligations only for Material Contracts listed on Schedule 2.1(d) and employee benefit plans excluded as assets under Section 2(bRight-of-way Agreements listed on Schedule 2.1(b) of this Agreement); and (e) in each case only to the extent reflected true and correct copies thereof and all amendments thereto have either been delivered to Purchaser as of the date hereof, or are delivered to and consented to by Purchaser after the date hereof, provided, however, that to the extent that a copy of an immaterial amendment to such Material Contract or such Right-of-way Agreement has not been provided to Purchaser as of the date hereof, Purchaser shall assume such obligations for such Material Contract or such Right-of-way Agreement without regard to the amendment not delivered to Purchaser and, in the Closing Net Asset Value Statementsuch event, warranty or product return obligations PPI shall be responsible for all Liabilities of Xxxxxxx Polymer or the Subsidiaries Purchaser with respect to products and/or services sold by Xxxxxxx Polymer the amendment not delivered to Purchaser without regard to the limits set forth in Section 11.5 and (B) Purchaser specifically does not assume, and shall not be treated as having assumed, any liability or obligation under any Material Contract or Right-of-way Agreement to the Subsidiaries extent such liability or obligation relates to or arises out of a breach of such Contract or Right-of-way Agreement that occurs prior to the Closing. The parties acknowledge Closing (provided that liability and agree that the liabilities assumed by Buyer under this Agreement shall consist only obligation for Purchaser's continuing breaches of those Assumed Liabilities described in this Section 3 such Contracts or such Right-of-way Agreements after Closing and shall not include any other liabilities or obligations liability and obligation for breaches of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.such Contracts or

Assumption of Liabilities. At On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Buyer Purchaser shall assume from Seller (and agree to pay, perform perform, discharge or otherwise satisfy in accordance with their respective terms), and discharge as Seller shall irrevocably convey, transfer and when dueassign to Purchaser, each and all of the following liabilities Liabilities (and obligations of Xxxxxxx Polymer or only the Subsidiaries following Liabilities) (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable Liabilities of Xxxxxxx Polymer or Seller arising from the Subsidiaries included in ownership of the Purchased Assets and the Business arising after the Closing Net Asset Value Statement; Date; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or Liabilities arising under the Subsidiaries included in accounts payable related to the Closing Net Asset Value Statement; (c) all other liabilities operation of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries Purchased Assets incurred prior to the Closing. The Agreement Date that are owed to the parties acknowledge set forth on Schedule 1.3(b) (including all costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and agree that assignment of the liabilities assumed by Buyer under this Agreement shall consist only Assigned Contracts including the cost of those obtaining any consents in respect of the Assigned Contracts (collectively, “Cure Costs”)) and outstanding as of Closing (the “Assumed Liabilities described in this Section 3 Pre-Petition AP”), and shall not include any other liabilities or obligations accounts payable related to the operation of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance Business and the Purchased Assets incurred after the Agreement Date and outstanding as of doubtClosing (the “Assumed Post-Petition AP” and collectively with the Assumed Pre-Petition AP, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.“Assumed AP”) ; and

Assumption of Liabilities. At (a) Subject to Section 2.6(b), effective at and from the Closing, Buyer shall assume and agree to pay, perform and discharge as and when dueEffective Date, each and all of the following Purchasers hereby assumes: (i) the obligations and liabilities of the Vendors under those Contracts and obligations of Xxxxxxx Polymer or Equipment Contracts which are described on in the Subsidiaries Contract List (collectively, the “"Assumed Liabilities”): (aContracts") all trade accounts payable of Xxxxxxx Polymer or save any such obligations and liabilities that were under the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities terms of the Business included relevant Assumed Contract to be performed prior to the Effective Date or any such obligations that the relevant Vendor is in breach of as at the Closing Net Asset Value Statement; Effective Date, and (dii) all those additional liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) specifically indicated on Schedule C to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities be assumed by Buyer under this Agreement shall consist only of those such Purchaser (collectively the "Assumed Liabilities"). Except for the Assumed Liabilities described and other liabilities specifically contemplated in this Section 3 5.1 herein, the Purchasers shall not assume and shall not include have no obligation to discharge, perform or fulfill any other liabilities or obligations obligations, contingent or otherwise, known or unknown, of Xxxxxxx Polymer which are not the Vendors or related to the Purchased Assets (collectively the "Excluded Liabilities") including, without limitation: (i) any assessment or reassessment for income, corporate, capital, sales, excise or other taxes, duties or imposts of any kind whatsoever of the Vendors or relating to the Business or the Purchased Assets in respect of a period prior to the Effective Date; (ii) any third party product liability or warranty liability arising at any time in respect of products or services of the Business, provided, processed or shipped on or prior to the Effective Date, even though a claim therefor may be made or filed after the Time of Closing; (iii) any liability of the Vendors to the employees of the Business including, without limitation, severance or other similar payments, other than as specifically enumerated in this Section; provided that, for contemplated by Section 5.1; (iv) any liability of the avoidance of doubtVendors with respect to accounts payable; (v) any environmental liability relating to the Vendors, the provisions Business or the Purchased Assets arising before or on the Effective Date or caused by the Vendors or their employees, agents, contractors, representatives or predecessors before or on the Closing Date; (vi) any liability arising out of any default, breach or penalty by, of or against the Vendors under any Contract prior to or on the Effective Date; (vii) any liability relating to the execution, delivery and consummation of this Section 3 shall not be construed to affect Agreement by the Vendors and the transactions of the Vendors contemplated hereby, including without limitation any liabilities and all federal, state, foreign and local income taxes incurred by the Vendors as a result of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement, except as may otherwise be expressly assumed herein; (viii) any liability relating to or arising out of the conduct or operation of the Business by the Vendors prior to or on the Effective Date, including without limitation those arising from (A) personal injury (including death) or property damage claims; (B) any third party relationship, representation agreement or joint venture not specifically assumed hereunder; (C) any indebtedness of the Vendors other than that expressly assumed hereunder; (D) other than as set forth in Section 5.1, any employment relationship or employee related obligation; or (E) obligations or liabilities under any agreement, contract or commitment of the Vendors which accrued prior to or on the Effective Date, including without limitation, the provision of services prior to or on the Effective Date under any service contract of the Vendors; and (ix) any liability of the Vendors under any insurance contracts. (i) Effective at and from the Effective Date, the Vendors shall assign to and in favour of the Purchasers the Assumed Contracts. The Vendors shall use commercially reasonable efforts to obtain, by the Time of Closing (or as soon thereafter as is practicable), all required third party consents to the assignment of the Assumed Contracts. (ii) In the event any of the Assumed Contracts are not assignable due to any required third party consent thereto not being obtained as aforesaid this Agreement does not constitute an assignment or an attempted assignment of the Assumed Contracts if the assignment or attempted assignment would constitute a breach of the Assumed Contracts, the Purchasers shall complete the obligations of the Vendors thereunder (save for any such obligations and liabilities that were under the terms of the relevant Assumed Contract to be performed prior to the Effective Date or any such obligations that a Vendor is in breach of as at the Effective Date) as a subcontractor to the Vendors provided further, that if such subcontract relationship requires third party consent, the Vendors will use commercially reasonable efforts to obtain such consents. (iii) Notwithstanding the foregoing: (A) until an Assumed Contract is validly assigned with third party consent thereto as applicable or validly subcontracted with third party consent thereto as applicable, as the case may be; and (B) for any Assumed Contract which is not capable of being assigned or subcontracted to the Purchasers due to the inability of the Vendors to obtain third party consent thereto respectively as hereinbefore stated; it shall be deemed, without further action or notice, that effective at and from the Effective Date all necessary management, employees and other resources and equipment of the Purchasers have been seconded to the Vendors to enable them to perform, at the Purchaser's sole cost and risk, the obligations of the Vendors under such Assumed Contracts from and after the Effective Date. In such case, the Vendors shall cause such Assumed Contracts to be completed according to their respective terms and shall invoice for such work and pay the Purchaser those amounts that they receive from the third parties in respect of the applicable Assumed Contracts. (iv) The Purchasers and the Vendors hereby agree to cooperate in the completion of all the Assumed Contracts and to proceed, in good faith, with the implementation of the intent of this Article. (v) It is acknowledged and agreed that until it is determined in which manner the Vendors' obligations are to be completed under the Assumed Contracts as hereinbefore set forth, that from and after the Effective Date, said obligations are being carried on by the Purchasers as set forth in Section 2.6(b)(iii). (vi) Subject to the foregoing, from the Closing Date the Purchasers shall perform all the Vendors' obligations to be performed after the Closing Date under each Assumed Contract in accordance with the terms of the Assumed Contracts. (vii) The Purchasers and the Vendors shall use commercially reasonable efforts to ensure that the involvement of the Vendors in the Assumed Contracts contemplated by Section 2.6(b) is terminated as soon as practicable after Closing. (c) In the event that, at any time after the Closing, the Vendors discover any other contracts which are Contracts (as defined) except that they were inadvertently not listed in the Contract List, at the option of the Vendors, the Contract List shall be amended to include such contracts and such Contracts shall be deemed to be Assumed Contracts hereunder.

Assumption of Liabilities. At As of the ClosingClosing Date, Buyer Purchaser shall assume and agree to pay, perform and or otherwise discharge as and when due, each and due all of the following liabilities relating to the Assets and obligations of Xxxxxxx Polymer existing at or arising on or after the Subsidiaries Closing Date (collectively, the “"Assumed Liabilities”): ") and shall deliver to Sellers at Closing a duly executed instrument of assumption in form sufficient to effect the assumption by Purchaser of the Assumed Liabilities: (ai) all trade accounts payable of Xxxxxxx Polymer Sellers' obligations on the date hereof to fill orders from inventory with respect to which payment is not made to Sellers; (ii) all of Sellers' outstanding commitments for the purchase of raw materials and supplies to the extent disclosed on the Contour Disclosure Schedule; (iii) all of Sellers' liability for returned products and defective goods credited by Purchaser's representatives in each case which were sold by Sellers prior to Closing (but only to the extent so credited); and (iv) all obligations, liabilities and commitments of either Seller arising out of any written agreement, contract, instrument or the Subsidiaries included other arrangement entered into in the ordinary course of business and by which any of the Assets is bound or affected or by which CFI or CFFI is bound in connection with the Assets (but excluding any obligation or liability for any breach thereof occurring prior to the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included Date). Except as specifically set forth in the Closing Net Asset Value Statementimmediately preceding sentence, Purchaser shall not assume, and shall have no liability for, any debts, liabilities, obligations, expenses, taxes, contracts or commitments of Sellers or CMI of any kind, character or description, whether accrued, absolute, contingent or otherwise; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) provided, however, that Purchaser shall be responsible for all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) pertaining to the extent reflected in operation or ownership of the Assets arising subsequent to the Closing Net Asset Value StatementDate. Sellers agree to satisfy in a timely manner all of their liabilities, warranty or product return indebtedness and obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities not assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed Purchaser pursuant to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.

Assumption of Liabilities. At Subject to the Closingterms and conditions of this Agreement, Buyer the Manufacturing and Supply Agreements, the Cooperation Agreement and the Safety Monitoring Agreement, at and as of the Effective Time, the Purchaser shall assume and agree to pay, perform and discharge as and when due, each and all only those Liabilities of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries Seller which are specifically enumerated below (collectively, the “Assumed Liabilities”): ): (a) all trade accounts payable Liabilities of Xxxxxxx Polymer the Seller or any of its Affiliates under the Subsidiaries included Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or Condition occurring in a period (or portion thereof) on or after the Closing Net Asset Value Statement; Effective Time; (b) all accrued liabilities and rebate obligations Liabilities of Xxxxxxx Polymer the Sellers and/or its Affiliates under the Contracts set forth on Schedule 2.1 (b) of the Seller Disclosure Schedule, solely to the extent relating to the Products, but only to the extent such Liabilities arise from any event, circumstance or Condition occurring in a period (or portion thereof) on or after the Subsidiaries included in the Closing Net Asset Value Statement; Effective Time (“Assumed Contract Obligations”); (c) all other liabilities Liabilities to the FDA arising directly out of the Business included in Transferred Assets on or after the Closing Net Asset Value Statement; Effective Time; (d) all liabilities and obligations under Liabilities with respect to the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement)Diprivan Litigation; and and (e) all other Liabilities arising directly out of (i) the Licensed Assets in the Territory, but only to the extent reflected in such Liabilities arise on or after the Closing Net Asset Value StatementEffective Time or (ii) the ownership or control of any of the Transferred Assets, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior but only to the Closing. The parties acknowledge and agree that extent such Liabilities arise on or after the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include Effective Time, including the obligation to conduct any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for Phase IV trials related to the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementProducts.

Assumption of Liabilities. At the Closing(a) Purchaser shall (or shall cause its designated Subsidiaries or Affiliates to) assume, Buyer shall assume and agree to paybecome solely and exclusively liable for, perform and discharge as and when due, each and all of the following liabilities of Sellers and obligations of Xxxxxxx Polymer or the Subsidiaries no others (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (di) all liabilities and obligations of Sellers under the Designated Contracts that arise exclusively after the Closing Date; (ii) any other than liabilities and obligations that are specifically designated by Purchaser in writing on or prior to the Excluded Contracts Closing Date; (iii) all liabilities relating to, or arising in respect of the Acquired Assets accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing after the Closing Date, or the operation of the Business or the Acquired Assets after the Closing Date; (iv) all accrued liabilities with respect to the Employees and the employee agreements Transferred Employees; including all accrued salary, vacation, and employee benefit plans excluded other compensation, and workers’ compensation obligations (except for liabilities related to the Employee Benefit Plans and the Canadian Plans and such other non-assumed liabilities as assets under are set forth in Section 2(b2.4); (v) all liabilities arising out of this Agreement)or resulting from a change of control, layoffs or termination of the Employees and the Transferred Employees by any Seller prior to or on the Closing Date that arises from the consummation of the Transactions, including WARN Obligations; and (evi) all liabilities and obligations of the Purchaser under Section 6.7 herein (the liabilities and obligations described in Sections 2.3(a)(iv), 2.3(a)(v) and 2.3(a)(vi), collectively, the “Employee Obligations”); provided, that Purchaser shall not assume the Employee Obligations to the extent reflected they exceed $30 million in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under aggregate. (b) Nothing contained in this Agreement shall consist only require Purchaser or any of those its Affiliates to pay, perform or discharge any Assumed Liabilities described Liability so long as it shall in good faith contest or cause to be contested the amount or validity thereof. (c) Nothing contained in this Section 3 2.3 or in any Instrument of Assumption or similar instrument, agreement or document executed by Purchaser at the Funding or the Closing shall release or relieve Sellers from their representations, warranties, covenants and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated agreements contained in this Section; provided thatAgreement or any Ancillary Agreement or any certificate, for the avoidance of doubtschedule, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiaryinstrument, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreementagreement or document executed pursuant hereto or in connection herewith.

Assumption of Liabilities. At (a) On the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties contained herein, in addition to purchasing and acquiring the Transferred Assets at the Closing, Buyer shall assume and agree to pay, perform and discharge as and when due, each and all of Purchaser hereby assumes only the following liabilities and obligations of Xxxxxxx Polymer or Sellers related to the Subsidiaries Transferred Assets (collectively, the “Assumed Liabilities”): ): (ai) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included obligations to perform, in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations ordinary course of Xxxxxxx Polymer or the Subsidiaries included in business, that arise after the Closing Net Asset Value Statement; (cDate under those Transferred Assets that are contracts and other agreements listed on Schedule 2.2(a)(i) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) hereto, only to the extent reflected in the Closing Net Asset Value Statement, warranty such contracts and other agreements are properly and effectively assigned to Purchaser or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries contractual arrangement that Sellers made every effort to properly and effectively assign but which assignment was not concluded prior to Closing, which Sellers shall hold for Purchaser’s benefit until assigned, transferred or replaced by a new contractual arrangement with Purchaser post Closing (collectively, the Closing. The parties acknowledge “Assumed Contracts”); (ii) obligation to reimburse monthly the balance of $164,170.61 USD (£112,499.56 GBP Sterling) remaining as of May 28, 2010 under the IEL Loan pursuant to the terms of the signed agreement by and agree that among Imaging Equipment Limited, Misonix Ltd. and Purchaser in a form attached as Exhibit A (the liabilities assumed by Buyer under this Agreement “IEL Assumption Agreement”), which shall consist only in no way constitute an assignment, novation or other such transfer to Purchaser of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this SectionImaging Equipment Limited or of the Sellers, and the loan shall remain the liability of Imaging Equipment Limited as evidenced by the IEL Assumption Agreement; provided thatand (iii) any obligation arising in, to, and under the Transferred Assets that is expressly assumed by Purchaser and set forth on Schedule 2.2(a)(iii). (b) Except for the avoidance Assumed Liabilities, Purchaser shall not assume by virtue of doubtthis Agreement or the Transactions nor voluntarily pay, and shall have no liability for, any debt, claims, indebtedness, obligations or other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) (collectively, “Liabilities”) of Sellers, of any kind, character or description whatsoever, including the following (collectively, the provisions of this Section 3 shall not be construed “Retained Liabilities): (i) current liabilities, accounts payable, long-term liabilities, including those relating to affect any liabilities indebtedness of any SubsidiarySeller or its Affiliates; (ii) any obligation or Liabilities accruing, which liabilities will remain arising out of, or relating to acts or omissions, prior to Closing, including any acts or omissions in connection with (A) any Assumed Contract, (B) the applicable Subsidiary notwithstanding business or operation of the transactions contemplated Business, including all malpractice, product and general liability claims, whether or not same are pending, threatened, known or unknown, (C) the Terminated Agreements or (D) the Transferred Assets; (iii) any obligation or Liabilities accruing, arising out of, or relating to any act or omission by this Agreementany Seller and its Affiliates after Closing; (iv) (A) any federal, state, local or foreign tax obligations of any Seller and its Affiliates whether before or after Closing, including any income tax, any franchise tax, any tax recapture and any sales and/or use tax and any payroll or withholding tax and (B) federal, state or local income tax obligations or Liabilities of any Seller and its Affiliates resulting from the consummation of the Transactions; (v) any obligation or Liabilities to any employee of any Seller or its Affiliates including those for accrued wages, employee bonuses, accrued vacation pay, sick pay, severance pay and other compensation and benefits for employees of any Seller or its Affiliates; (vi) any obligation or Liabilities relating to or arising out of any violation or alleged violation of Law by any Seller or its Affiliates; and (vii) any obligation or Liabilities relating to or arising out of any Seller’s or its Affiliates’ infringement or alleged infringement of any intellectual property rights of any Person, including those related to any patent, trademark, servicemark, software, copyright, information technology, licensing rights granted to or by such Seller or its Affiliates, know-how or other proprietary rights except to the extent that any claim of infringement or alleged infringement against any Seller(s) arises from Intellectual Property licensed from FSI prior to Closing, such Seller(s) shall have all rights and remedies under law and the contractual arrangements with FSI against FSI as a result of such alleged infringement.

Assumption of Liabilities. At Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall assume the following, and agree to payonly the following, perform and discharge as and when due, each and all liabilities of Seller (the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “"Assumed Liabilities”): "): (a) all trade accounts payable liabilities accruing, arising out of, or relating to events or occurrences happening after Closing under the Assigned Contracts, but not including any liability for any breach or default under any such Assigned Contract occurring on or prior to the Closing , or for any occurrence of Xxxxxxx Polymer an event on or before the Closing that, with the passage of time or the Subsidiaries included in the Closing Net Asset Value Statement; giving of notice or both, would constitute a breach or default thereunder; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included Seller's accounts payable incurred in the ordinary course of the Business as of the Closing Net Asset Value StatementDate, listed on Schedule 1.3(b) ("Accounts Payable"), which Schedule shall be updated by Seller and Buyer as of the Closing Date, subject to reduction in the Purchase Price pursuant to Section 1.4; and (c) all Seller's obligation to store, insure and deliver 800 Code Inventory as directed by the owners of such goods; provided that nothing herein shall be deemed to obligate Buyer to continue Seller's customer program regarding 800 Code Inventory after Closing. Notwithstanding any other liabilities provision of this Agreement and regardless of whether any of the Business included in following may be disclosed to Buyer pursuant to Article III hereof or whether Buyer may otherwise have Knowledge of the Closing Net Asset Value Statement; (d) all liabilities same, Buyer shall not assume, and obligations under the Contracts Seller shall retain sole responsibility for, any claims (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets claims for which Buyer has agreed to indemnify Seller under Section 2(b) of this Agreement8.2); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty against, or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities, potential liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided thatSeller other than the Assumed Liabilities, for whether liquidated or unliquidated, known or unknown, whether arising out of occurrences prior to, at or after the avoidance of doubt, date hereof and the provisions of this Section 3 shall not be construed to affect any Closing Date. All liabilities of any Subsidiary, which liabilities will remain with Seller other than the applicable Subsidiary notwithstanding Assumed Liabilities are hereinafter referred to collectively as the transactions contemplated by this Agreement"Retained Liabilities" and shall be excluded from the term "Assumed Liabilities."

Assumption of Liabilities. At ​ (a) Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, Buyer shall to assume and agree to pay, perform satisfy and discharge as and when duedue the Liabilities of Seller (other than the Retained Liabilities), each and specifically set forth below (all of such Liabilities and other than the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, Retained Liabilities being herein collectively referred to as the “Assumed Liabilities”): ​ (ai) all trade accounts payable Liabilities arising from the Exploitation of Xxxxxxx Polymer any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; ​ (ii) all Liabilities for Taxes relating to the Purchased Assets or the Subsidiaries Product with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and all Liabilities to customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent not related to any breach of Seller occurring prior to the Closing; ​ (iv) all Liabilities under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the sale and marketing of the Product consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; ​ (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from the use or misuse of the Product on or after the Closing Date or otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Date; and (vi) all other Liabilities relating to the Purchased Assets or the Product, or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and all fees arising from or related to any Intellectual Property included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) Purchased Assets, but only to the extent reflected in the Closing Net Asset Value Statementnot related to or arising out of any act, warranty omission or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries event occurring prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement.​

Assumption of Liabilities. At (a) Subject to the terms and conditions set forth in this Agreement, at the Initial Closing, Buyer Purchaser shall assume and agree to assume, pay, perform and discharge as all duties, responsibilities, obligations or liabilities of Seller to be discharged, performed, satisfied or paid after the Initial Closing Date with respect to the following (collectively, the “Initial Closing Assumed Liabilities”): (i) Initial Closing Loans and when due, each and all the servicing of the following Initial Closing Loans pursuant to Section 2.6: and (ii) liabilities and obligations of Xxxxxxx Polymer for Taxes of, or relating to, the Initial Closing Assets or the Subsidiaries Initial Closing Assumed Liabilities (other than Excluded Taxes). (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller to be discharged, performed, satisfied or paid after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Closing Assumed Liabilities” and, together with the Initial Closing Assumed Liabilities and the Subsequent Closing Assumed Liabilities, if any, the “Assumed Liabilities”): (ai) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Deposits; (c) all Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, including for avoidance of doubt any employment-related or other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (claims or litigation liabilities, other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 (all duties, responsibilities, obligations and shall not include liabilities of Seller or any of its Affiliates, other liabilities than the Assumed Liabilities or other obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubtexpressly assumed hereunder, the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this Agreement“Excluded Liabilities”).

Assumption of Liabilities. At the Closing, Buyer Purchaser shall assume and agree to pay, perform and discharge as and when due, each and all of the Closing the following liabilities and to the extent not previously performed or discharged: (i) all obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in Sellers which accrue and are to be performed from and after the Closing Net Asset Value Statement; under those permits, authorizations, licenses, leases, rights of way, easements and other agreements either set forth on SCHEDULES 2.01(a) AND (bd) all accrued liabilities attached hereto or those agreements of a non-material nature which are not required to be disclosed on SCHEDULES 2.01(a) AND (d) and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (cii) all other liabilities obligations of Sellers entered into during the Business included period from the date hereof to the Closing by any Seller in the Closing Net Asset Value Statement; ordinary course of its business in accordance with the provisions of Section 9.06 below or that were identified to and consented by Purchaser (dall of such permits, authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) all liabilities and obligations under (ii) being referred to hereinafter as the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement"Assumed Contracts"); and (eiii) all "Current Liabilities" (as defined in Section 5.05(a) hereof) but only if and to the extent reflected in that Purchaser receives a credit against the Purchase Price at the Closing Net Asset Value Statement(such items (i) through (iii) are collectively referred to herein as the "Assumed Liabilities"). Purchaser shall not be liable for any liabilities, warranty debts, contracts, agreements, including without limitation any contracts or product return agreements set forth on SCHEDULE 2.02, or other obligations of Xxxxxxx Polymer or Sellers of any nature whatsoever other than the Subsidiaries with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any (such other liabilities liabilities, debts, contracts, agreements or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for Sellers other than the avoidance of doubt, Assumed Liabilities being referred to as "the provisions of this Section 3 shall not be construed to affect any liabilities of any Subsidiary, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementNonassumed Liabilities").

Assumption of Liabilities. At (a) Simultaneously with the Closingactions referred to in Section 2.01(a)(i), Buyer Xxxxxx, in partial consideration for the transfer of the Additional Xxxxxx Assets, shall assume and agree on a timely basis pay, satisfy and discharge (or cause its Subsidiaries to pay, perform satisfy and discharge as and when due, each discharge) in accordance with their terms any and all of the following liabilities and obligations of Xxxxxxx Polymer or the Subsidiaries (collectively, the “Assumed Additional Xxxxxx Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; . (b) Simultaneously with the actions referred to in Section 2.01(a)(ii), Telecom, in partial consideration for the transfer of the Additional Telecom Assets, shall assume and on a timely basis pay, satisfy and discharge (or cause its Subsidiaries to pay, satisfy and discharge) in accordance with their terms any and all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; Additional Telecom Liabilities. (c) all other liabilities Simultaneously with the actions referred to in Section 2.01(a)(iii), Delco, in partial consideration for the transfer of the Business included Additional Delco Assets, shall assume and on a timely basis pay, satisfy and discharge (or cause its Subsidiaries to pay, satisfy and discharge) in the Closing Net Asset Value Statement; accordance with their terms, any and all Additional Delco Liabilities. (d) all liabilities Xxxxxx hereby retains or assumes, as the case may be, and obligations under the Contracts (no other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty party hereto shall assume or product return obligations of Xxxxxxx Polymer or the Subsidiaries have any liability with respect to products and/or services sold by Xxxxxxx Polymer or the Subsidiaries prior to the Closing. The parties acknowledge and agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other liabilities or obligations of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubtto, the provisions of this Section 3 Xxxxxx Liabilities. Telecom hereby retains or assumes, as the case may be, and no other party hereto shall not be construed to affect have any liabilities of liability with respect to, the Telecom Liabilities. Delco hereby retains or assumes, as the case may be, and no other party hereto shall have any Subsidiaryliability with respect to, which liabilities will remain with the applicable Subsidiary notwithstanding the transactions contemplated by this AgreementDelco Liabilities.