Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Except as otherwise expressly provided in Article III, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreement.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIIn accordance with the terms and upon the conditions of this Agreement, Huttig hereby assumes at the Closing Buyer shall assume and agrees to accept and shall pay, perform, fulfill perform and discharge, in accordance with their respective terms, all discharge fully as and when required the following Liabilities of the following Seller Entities (regardless collectively, the “Assumed Liabilities”): (a) all Liabilities of when the Seller Entities arising under or where such Benefit relating to the Acquired Contracts (which shall include Liabilities arose arising under or arise relating to a violation, breach or were default under any Acquired Contract); (b) all accounts payable and other accrued expenses of the Seller Entities to the extent relating to the Business that are not payable to Seller or any of its Subsidiaries and that are incurred): included as a current liability in the final determination of the Working Capital Amount; (c) notwithstanding anything to the contrary in this Agreement, (i) all Benefit Liabilities under any warranty provided with respect to any Existing Business Product or otherwise with respect to the Business (collectively, the “Assumed Warranties” and such Liabilities, the “Assumed Warranty Liability”) and (ii) except as set forth in Section 1.4(b)(iv), all other Liabilities related to the manufacturing, use, sale, or packaging of any Existing Business Product; (d) all Liabilities relating to Huttig Individualsemployee benefits, compensation or other arrangements with respect to any Transferred Employee, Continuing Employee or any other employee of the Business arising after the Closing; (e) with respect to the Transferred Employees, Continuing Employees or other employees of the Business, the Liabilities with respect to all accrued vacation, sick leave, and their respective dependents and beneficiariesother paid time off (to the extent not paid) as of the Closing Date to the extent included as a current liability in the final determination of the Working Capital Amount; (f) Pre-Closing Employment Liabilities, in each case relating tocase, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, solely to the extent relating to, arising out included as a current liability in the final determination of or resulting from future, present or former employment with Huttig or a Huttig Entity the Working Capital Amount; (including Benefit Liabilities under Crane Plans and Huttig Plans); (iiig) all Benefit Liabilities for Taxes relating toto the Business, the Acquired Assets or the Assumed Liabilities (other than Taxes) to the extent that such Taxes are imposed with respect to any taxable period (or portion thereof) beginning after the Closing Date, and any Liability for Taxes to be paid by Buyer to the extent provided in Section 8.2; and (h) except as set forth in Section 1.4(b)(iv), all Liabilities arising out of from or resulting from related to any other actual infringement, misappropriation, or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal violation of any Crane Entity from a "multiemployer plan" within Intellectual Property of any Person to the meaning of ERISA Section 4021 which occurs solely as a result of extent primarily related to the Distribution; and (v) all other Benefit Business. provided, however, that, notwithstanding the above or anything else in this Agreement or any Ancillary Agreement to the contrary, the Assumed Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementshall not include any Retained Liabilities.

Assumption of Liabilities. Except Notwithstanding anything to the contrary set forth in the definition of AMD Excluded Liabilities or Fujitsu Excluded Liabilities, but otherwise subject to the terms and conditions of this Agreement and the Ancillary Documents and in reliance upon the representations, warranties and agreements herein set forth, the Joint Venture, effective as otherwise expressly provided of the Closing, will assume and perform and in Article III, Huttig hereby assumes due course pay and agrees discharge (or cause its applicable Affiliates to pay, perform, fulfill pay and discharge, in accordance with their respective terms, all ) the following Liabilities of the following Contributing Parties and their Affiliates (regardless of when or where such Benefit Liabilities arose or arise or were or are incurredand with respect to Section 2.2(f), FASL (Japan)): (ia) all Benefit any Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig based upon events or a Huttig Entity before circumstances occurring after the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment Closing in connection with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition operation of withdrawal liability under Subtitle E the Joint Venture Business, including product warranty claims made with respect to the sale of Title IV of ERISA as products by the Joint Venture and its Subsidiaries after the Closing, whether or not such products were manufactured prior to the Closing; (b) any amounts payable by a result Contributing Party or its Affiliates and any other Liabilities (executory or otherwise) of a complete Contributing Party or partial withdrawal of its Affiliates that accrue or relate to the period after the Closing under any Crane Entity from a "multiemployer plan" within Contract included in (i) the meaning of ERISA Section 4021 which occurs solely as a result AMD Business Assets and (ii) the Fujitsu Business Assets, provided that, the Joint Venture shall assume such Liabilities with respect to (A) any Coatue Employee Agreement only to the extent that the Coatue Employees who are parties to such Coatue Employee Agreement become employees of the DistributionJoint Venture or a Subsidiary of the Joint Venture and (B) the Coatue Employee Contract referred to as Side Letter by and between Xxxx Xxxxxxx regarding the investment in the Russian Federation only to the extent the investment in the Russian Federation provided for therein occurs after the fourth anniversary of the date hereof; (c) any amounts payable by the Joint Venture pursuant to Sections 2.3, 2.4 and 2.5 and other Liabilities specifically assumed under other provisions of the Transaction Documents; (d) Liabilities to the extent reflected as accruals or reserves on the AMD Contributed Subsidiary Closing Balance Sheets (except as otherwise specifically provided in Sections 2.3 or 2.5 or in any other provision of the Transaction Documents); (e) Liabilities to the extent reflected as accruals or reserves on the Fujitsu Contributed Balance Sheets; (f) Liabilities of FASL (Japan); (g) Liabilities for product warranty and product return claims with respect to product sales made prior to the Closing by AMD, Fujitsu or their Affiliates up to the sum of the reserves for such claims contributed by AMD and Fujitsu, respectively, as set forth on Schedules 5.26 and 6.26; and (vh) all other Benefit Liabilities relating with respect to accrued but unused vacation and sabbatical as of the Closing Date for the AMD Prospective Transferred Employees and the Fujitsu Prospective Transferred Employees up to the sum of the reserves and accruals for such Liabilities contributed by AMD and Fujitsu, respectively, as set forth on Schedules 5.26 and 6.26 (collectively, the “Assumed Liabilities”). The Assumed Liabilities described above that relate to the AMD Flash Memory Business being assumed by the Joint Venture are referred to herein as the “AMD Assumed Liabilities” and the Assumed Liabilities described above that relate to the Fujitsu Flash Memory Business being assumed by the Joint Venture are referred to as the “Fujitsu Assumed Liabilities.” In the event that payment is received by a Contributing Party or its Affiliates as payment for the performance of services or the provision of products, which performance of services or provision of products is an Assumed Liability hereunder, such Contributing Party shall, or shall cause its respective Affiliates to, arising out pay over to the Joint Venture the amounts so received in respect of or resulting from obligationssuch Assumed Liability. EXCEPT FOR THE ASSUMED LIABILITIES WHICH ARE HEREBY EXPRESSLY ASSUMED, liabilities and responsibilities expressly assumed or retained by HuttigTHE JOINT VENTURE DOES NOT ASSUME ANY LIABILITIES, a Huttig EntityDEBTS, or a Huttig Plan pursuant to this AgreementOBLIGATIONS OR DUTIES OF ANY CONTRIBUTING PARTY OF ANY KIND OR NATURE WHATSOEVER.

Assumption of Liabilities. Except as otherwise expressly provided in Article III(a) Pursuant to the terms of the Xxxxxxx Asset Assignment Agreement, Huttig hereby assumes on the Contribution Date, the Company assumed, and agrees agreed to pay, performperform and fully observe, fulfill and discharge, in accordance with their respective terms, all effective as of the following Contribution Effective Time, only the following: (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (ix) all Benefit Liabilities liabilities and obligations of the Business to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, the extent arising out of or resulting relating to the operation of the Business after the Contribution Effective Time and (y) the liabilities and obligations of the Xxxxxxx Parties and their Affiliates (excluding the JV Entity and its subsidiaries) set forth below (collectively, the liabilities and obligations described in clause (x) and (y), the “Assumed Liabilities”): (i) All (A) liabilities and obligations of the Xxxxxxx Parties under or in respect of the Transferred Contracts and Purchase Orders and (B) Company Shared Contract Liabilities, in the case of clauses (A) and (B), excluding any liability or obligation relating to or arising from employment any breach on or prior to the Contribution Effective Time by Craneany Xxxxxxx Party of any of its liabilities or obligations under the applicable Transferred Contract, a Crane Entity, Huttig Purchase Order or a Huttig Entity before Shared Contract and excluding any liabilities or obligations that are the Distribution Date (including Benefit Liabilities responsibility of Xxxxxxx under Crane Plans and Huttig Plans); the Transition Services Agreement; (ii) all other Benefit Liabilities to or relating to Huttig IndividualsCurrent liabilities, and their respective dependents and beneficiariesin each case, to the extent relating to, arising out (and only to the extent) exclusively related to the Business and included in the calculation of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); “current liabilities” in the Final Closing Net Working Capital Amount; (iii) all Benefit Liabilities relating to, arising out All liabilities and obligations with respect to the Company’s employment of or resulting the Transferred Employees from any other actual or alleged employment relationship with Huttig or a Huttig Entity; and following the Contribution Effective Time; (iv) all Benefit Liabilities All liabilities and obligations relating to, arising out to the termination of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal employment of any Crane Entity from Business Employee who does not become a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as Transferred Employee due to a result failure of the Distribution; and Company to offer employment to such Business Employee (other than any India Employee) in accordance with Section 9.3; (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, All liabilities and responsibilities expressly obligations relating to the ownership or condition of the Transferred Assets after the Contribution Effective Time; (vi) All liabilities and obligations assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan the Company pursuant to this AgreementSections 9.3 or 9.4; and (vii) Any liability or obligation with respect to Taxes for which the Company is liable under Section 9.2.

Assumption of Liabilities. Except On the terms and subject to the conditions set forth in this Agreement, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as otherwise expressly provided in Article IIIof the Closing, Huttig hereby assumes and agrees to pay, perform, fulfill will timely perform and discharge, discharge in accordance with their respective terms, all of the following Liabilities (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Assumed Liabilities”): (ia) all Benefit Liabilities of any kind or character to the extent resulting from or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Cranein connection with Purchaser’s or its Affiliates’ use, a Crane Entityoperation, Huttig possession or a Huttig Entity before ownership of or interest in the Distribution Date Purchased Assets and/or the Business, in each case, following the Closing; (including Benefit Liabilities under Crane Plans and Huttig Plans); b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (iic) all other Benefit Liabilities to of Sellers under the Purchased Contracts that arise on or relating to Huttig Individuals, and their respective dependents and beneficiaries, to after the extent relating to, Closing Date; (d) all Liabilities of Sellers arising out of or resulting from futurerelating to (i) the Transferred Permits/Licenses, present or former employment with Huttig or a Huttig Entity (including Benefit such Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, thereunder arising out of or resulting from relating to all Reclamation and post-mining Liabilities of the Business or the Purchased Assets and such Liabilities thereunder arising with respect to the Interim Period, (ii) any other actual mine operation or alleged employment relationship safety compliance matters related to the condition of the Purchased Assets or the mining areas of the Business, but excluding any Excluded Pre-Closing Fines, (iii) the Purchased Assets’ or the Business’s compliance with Huttig or a Huttig Entity; Environmental Laws, and (iv) all Benefit Liabilities relating any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, arising out of or hazardous materials resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result operation of the Distribution; and Business or Purchased Assets; (ve) any Transfer Taxes; (f) all other Benefit Trade Payables arising after the Petition Date that remain unpaid in the Ordinary Course of Business of Sellers as of the Closing Date (the “Assumed Payables”); and (g) all Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementlisted on Schedule 2.3(g).

Assumption of Liabilities. Except as otherwise expressly provided in Article III2.7.1 With effect from the Effective Time, Huttig the Purchaser hereby assumes all obligations and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all liabilities of the following (regardless of when or where such Benefit Liabilities arose Seller which pertain to the Businesses and which exist on the Effective Time or arise thereafter from acts, omissions or were or are incurred): circumstances prior to the Effective Time, unless expressly excluded from such assumption under this Agreement (the “Assumed Liabilities”). 2.7.2 The following obligations and liabilities of the Seller shall be specifically excluded from the assumption of liabilities by the Purchaser pursuant to Clause 2.7.1 (the “Excluded Liabilities”): (i) all Benefit Liabilities any liability in respect of any moneys borrowed or indebtedness in the nature of borrowings incurred by the Seller in relation to the Businesses or relating to Huttig Individualsany security, and their respective dependents and beneficiariesguarantee, comfort or other financial accommodation in each case relating to, arising out respect of such money or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); indebtedness; (ii) all other Benefit Liabilities any liability in respect of Taxes arising for Taxation purposes in respect of any Event occurring on or prior to the Effective Time, but not property transfer Taxes arising on or relating to Huttig Individuals, and their respective dependents and beneficiaries, after the Effective Time; (iii) any liability to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; it relates to an Excluded Asset; (iv) any liability to remove the bridge at first floor level linking the workshop studio and office premises at Pipps Hill Business Park with the adjoining office premises of the Seller arising from: (a) clause 3.37 of the Lease dated 12 April 2000 made between The Prudential Assurance Company Limited (1) MSX International Limited (2) and MSX International Inc (3); (b) clause 12 of the Licence to Assign and Sublet Part dated 5 August 2004 made between HIPS (Trustees) Limited (1) Essex Motors Limited (2) MSX International Limited (3) and MSX International Inc (4). 2.7.3 The Purchaser shall indemnify and keep indemnified the Seller against all Benefit Losses suffered or incurred by the Seller in connection with the Assumed Liabilities relating to, including any liability of the Seller arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result conduct of the Distribution; and (v) all other Benefit Liabilities relating to, arising out Businesses after the date of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreement. 2.7.4 The Seller shall indemnify and keep indemnified the Purchaser against all Losses suffered or incurred by the Purchaser in connection with the Excluded Liabilities.

Assumption of Liabilities. Except Effective as otherwise expressly provided in Article IIIof the Closing, Huttig hereby assumes neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and agrees to Buyer shall assume and thereafter pay, perform, fulfill perform and discharge, in accordance with their respective termsdischarge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the following Closing, to the extent related to or arising from, the Transferred Consumer Care Assets, the Consumer Care Business, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) all Benefit Liabilities to any liabilities or relating to Huttig Individualsobligations of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (other than Retained Liabilities) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all other Benefit Liabilities obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or relating to Huttig Individuals, and their respective dependents and beneficiariesby which it is bound, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity to the Consumer Care Business; (including Benefit Liabilities under Crane Plans and Huttig Plans); (iiib) all Benefit Liabilities liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; (c) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating toto vacation and sick leave, and (ii) with respect to the Transferred Employees (other than the Company Employees) that are employed in a jurisdiction other than the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation, holiday pay, annual leave and sick leave and all other obligations and liabilities of Seller and its Affiliates that are required to be assumed by Buyer or its Affiliates under applicable Laws in connection with the Contemplated Transactions; (d) any Taxes for which Buyer is responsible under Section 6.1 of this Agreement; (e) any obligations or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising out of under Environmental Law to the extent relating to the ownership or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result operation of the DistributionConsumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities; (g) the Assumed Rx Liabilities; and (h) the obligations and (vliabilities set forth in Section 2.6(h) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementthe Seller Disclosure Schedule.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIISECTION 4.1, Huttig hereby assumes Salem shall not assume or become obligated to perform any debt, liability or obligation of Cox or RRC whatsoever, and agrees Cox and RRC shall not assume or become obligated to payperform any debt, performliability or obligation of Salem whatsoever, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): including (i) all Benefit Liabilities to any obligations or relating to Huttig Individualsliabilities under any contract, and their respective dependents and beneficiarieslease or agreement other than the Cox Real Property Leases, in each the RRC Real Property Leases or the Salem Real Property Leases, as the case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans)may be; (ii) all other Benefit Liabilities to any obligations or liabilities under the Cox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases relating to Huttig Individuals, and their respective dependents and beneficiaries, the period prior to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans)Closing; (iii) all Benefit Liabilities any claims or pending litigation or proceedings relating toto the operation of the Stations prior to the Closing; (iv) any insurance policies of Salem, Cox, or RRC; (v) any obligations or liabilities arising under capitalized leases or other financing agreements; (vi) any obligations or liabilities of Cox, RRC, or Salem under any employee pension, retirement, health and welfare or other benefit plans and under any employment agreements or collective bargaining agreements; (vii) any obligation to any employee of the Stations for severance benefits, vacation time, sick leave or any other employment-related liability; (viii) any liability for any taxes attributable to the Cox Assets or the RRC Assets or the operations of the Cox Stations or the RRC Station on or prior to the Closing Date, except to the extent the amount of such taxes is included in the Cox Proration Schedule; (ix) any liability for taxes attributable to the Salem Assets or the operations of the Salem Station on or prior to the Closing Date, except to the extent that the amount of such taxes is included in the Salem Proration Schedule; or (x) any obligations or liabilities caused by, arising out of of, or resulting from any other actual action or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating toomission of Cox, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig EntityRRC, or a Huttig Plan pursuant Salem prior to this Agreementthe Closing (collectively, the "Excluded Liabilities"). All such Excluded Liabilities shall remain and be the obligations and liabilities solely of Cox and RRC or Salem, as the case may be.

Assumption of Liabilities. Except (a) Subject to the terms and conditions of this Agreement, at and as otherwise expressly provided in Article IIIof the Effective Time, Huttig hereby assumes the Purchaser shall assume and agrees agree to pay, perform, fulfill discharge and discharge, satisfy when due in accordance with their respective terms, all of terms the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): Liabilities: (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating tounder any of the Assigned Contracts accruing, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before relating to periods after the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); Effective Time; (ii) all other Benefit Liabilities any amount which may be payable pursuant to or relating to Huttig Individuals, Section 365(b) of the Bankruptcy Code on account of the assumption and their respective dependents assignment of any Assigned Contract shall be borne 25% by the Purchaser and beneficiaries, to 75% by the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); Sellers; (iii) those capital equipment lease obligations of the Business and debt obligations under outstanding promissory notes of the Business identified on Schedule 2.3(a)(iii) (excluding all Benefit Liabilities relating to, arising out amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease obligations and debt obligations and giving effect to any reduction to any such obligations occurring on or prior to the Effective Time) (the “MSB Liabilities”) (it being expressly understood that the Sellers may renegotiate the terms of or prepay any of the MSB Liabilities on or prior to the Effective Time (including with proceeds of the Purchase Price) so long as the payment terms of the MSB Liabilities after the Effective Time resulting from any such renegotiation or prepayment are no less favorable than those in existence as of the date hereof, and so long as (A) the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the Effective Time do not exceed the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the date hereof and (B) the restructuring of the MSB Liabilities will not require the Purchaser to make any additional cash payments in connection therewith (other actual than payments in respect of amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease or alleged employment relationship debt obligation in accordance with Huttig Section 2.3(a)(ii) hereof) other than with respect to the principal of, or a Huttig Entity; interest on, such Liabilities which comply with the requirements of clause (A) above); (iv) all Benefit any Liabilities relating to, arising out of for accrued vacation with respect to Eligible Employees who are hired by the Purchaser at the Effective Time or resulting from within 30 days following the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and Closing Date; (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan except for any items specifically excluded pursuant to Section 2.4 (iii) hereof, any unpaid post-Petition Date accounts payable of the Sellers incurred in the ordinary course of business in an amount not to exceed $1,200,000 in the aggregate designated by the Sellers, up to $1,000,000 of which will relate to the Business and up to $200,000 of which may relate to any expense of the Sellers; and (vi) any Liabilities covered by warranties assigned to the Purchaser pursuant to Section 2.1(i) of this Agreement. (The Liabilities described in the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi) are collectively defined herein as the “Assumed Liabilities”). (b) From the date hereof through the Closing Date, Sellers shall use reasonable best efforts to obtain settlements or stipulations (but without any obligation of any Seller to pay any amount in respect of such settlements, except as specified in Section 2.3(a) hereof) with any party that objects to the assumption and assignment of an Assigned Contract or any related cure amount. Notwithstanding any provision contained herein to the contrary, from and after the date hereof through the Closing Date: (i) the Sellers will not reject, without the prior consent of the Purchaser, any Executory Contract other than (A) those Executory Contracts which are currently subject to motions pending before the Bankruptcy Court as of the date hereof and (B) Contracts that are Excluded Assets and (ii) the Sellers will consult with the Purchaser with respect to the restructuring of, and negotiations with respect to the amount of cure costs to be paid in respect of, any Assigned Contract (including, without limitation, any such Assigned Contract described in Section 2.3(a)(iii) hereof).

Assumption of Liabilities. Except (a) On the terms and subject to the conditions, including Sections 1.7 and 5.2, set forth in this Agreement, effective as otherwise expressly provided of the Asset Transfer Effective Time, the debts, liabilities and obligations of Contributor set forth in Article IIIthis Section 1.5 shall be assumed by the Partnership in connection with the transfer of Assets to it, Huttig hereby assumes and the Partnership agrees to pay, performperform and discharge all such debts, fulfill liabilities and dischargeobligations when due: (i) All obligations arising on or after the Asset Transfer Effective Time under the Contributed Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent that such obligation arises out of a violation of such Contributed Contract or Lease prior to the Asset Transfer Effective Time; (ii) All obligations under purchase orders accepted by Contributor in the ordinary course of business of the Contributed Business prior to the Asset Transfer Effective Time that are assigned to the Partnership hereunder and that are not filled as of the Asset Transfer Effective Time, but only to the extent not filled; (iii) Trade Accounts Payable; (iv) All obligations and liabilities, of every kind and nature, without limitation, arising out of, in accordance connection with their respective termsor related to the ownership, all operation or use on or after the Asset Transfer Effective Time of the following Assets or the Contributed Business, except for HSE Claims that are related to Pre-Closing Liabilities and that arise out of the Partnership's status after the Asset Transfer Effective Time as an owner or operator of the Assets or the Contributed Business; (v) Except for HSE Claims, Exposure Claims and Product Exposure Claims, any Third Party Claims that are related to Pre-Closing Liabilities and that are first asserted ten years or more after the Asset Transfer Effective Time; (vi) The obligations for Indebtedness described on Schedule 1.5(a)(vi); (vii) All Liabilities associated with products sold by the Partnership after the Asset Transfer Effective Time regardless of when manufactured; (viii) Any Product Exposure Claims that are first asserted 20 years or where such Benefit more after the Asset Transfer Effective Time; (ix) Any HSE Claims that are related to Pre-Closing Liabilities arose and that are first asserted ten years or arise or were or are incurred): more after the Asset Transfer Effective Time; (ix) all Benefit The long-term Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plansset forth on Schedule 1.5(a)(x); and (iixi) all Any other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, Liability specifically assumed by the Partnership pursuant to the extent relating to, arising out terms of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, this Agreement. The liabilities and responsibilities expressly obligations assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the Partnership shall deliver to Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Partnership Assumption Agreement").

Assumption of Liabilities. Except At the Closing, on the terms and subject to the conditions set forth in this Agreement, Purchaser shall (or shall cause its designated Subsidiaries to) assume, effective as otherwise expressly provided of the Closing, the following liabilities (collectively, the “Assumed Liabilities”) and no other liabilities, the assumption of such liabilities to be effective as of the Effective Time: (a) Liabilities that arise out of the ownership or use by Purchaser and its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries of rights under, the Purchased Assets or the operation of the Business by Purchaser and its Subsidiaries (and that relate to periods) after the Effective Time (other than Liabilities that arise out of the use by Seller or any of its Subsidiaries of, or the exercise by Seller or any of its Subsidiaries of rights under, the Intellectual Property Rights or Technology licensed to Seller pursuant to the Intellectual Property License Agreements) (but including, for the avoidance of doubt, Liabilities that arise out of a continuation or recurrence of the facts or circumstances giving rise to the matters set forth in Article IIISchedule 2.9 to the extent (but only to the extent), Huttig hereby assumes if any, that such facts and agrees circumstances continue or recur (and relate to payperiods) after the Effective Time and arise out of the ownership or use by Purchaser and its Subsidiaries of, performor the exercise by Purchaser and its Subsidiaries or rights under, fulfill the Purchased Assets or the operation of the Business by Purchaser and dischargeits Subsidiaries); (b) Liabilities for severance (if any) payable to any Continuing Employee in the event of termination of such Continuing Employee’s employment with Purchaser and its Subsidiaries after the Effective Time, but only to the following extent and subject in each case to the following limitations: (i) if termination occurs more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible for the full amount of such severance (if any) payable to such Continuing Employee, and (ii) if termination occurs after the Effective Time and not more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible only for the portion of such severance amount that is calculated and payable based on the duration of such Continuing Employee’s post-Closing service to Purchaser and its Subsidiaries and shall not bear or be liable or responsible for the portion of such severance that is calculated or payable based on any period of pre-Closing service, such amounts to be calculated and paid, in each case, in accordance with the provisions of Section 5.7(g); (c) other Liabilities in respect of the Continuing Employees for events occurring, and for employment periods, after the Effective Time (it being understood and agreed, for the avoidance of doubt, that with respect to severance liabilities, in the event of conflict between the provisions of this Section 1.3(c) and Section 1.3(b), the provisions of Section 1.3(b) shall govern, control and prevail); (d) Liabilities for Taxes for which Purchaser is liable pursuant to Section 5.6; (e) Liabilities under the Assigned Contracts and the leases and subleases underlying the Assigned Leasehold and Subleasehold Interests that arise (and that relate to periods) after the Effective Time (it being understood and agreed, for the avoidance of doubt, that Purchaser assumes no Liability for breaches, defaults or nonperformance under any Assigned Contract or any lease or sublease underlying any of the Assigned Leasehold and Subleasehold Interests occurring prior to the Effective Time); provided, however that with respect to those premises that are occupied both by employees of Purchaser and by employees of Seller (or their respective termsSubsidiaries), all such Liabilities shall be limited as provided under the applicable Real Property Transfer Agreement or the applicable provisions of the following Transition Services Agreement or related statement of work; (regardless f) Liabilities that arise out of when the use by Purchaser or where such Benefit any of its Affiliates or any of its or their sublicensees of, or the exercise by Purchaser or any of its Affiliates or any of its or their sublicensees of rights under, the Intellectual Property Rights or Technology licensed to Purchaser pursuant to the Intellectual Property License Agreements; and (g) Liabilities arose in respect of any Action or arise Proceeding or were or are incurred): (i) all Benefit Liabilities claim to or relating to Huttig Individualsthe extent arising out of, and their respective dependents and beneficiaries, in each case relating to, arising out or otherwise in respect of Purchaser’s or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result its Subsidiaries’ operation of the Distribution; and (v) all other Benefit Liabilities relating to, arising out Business or ownership of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementthe Purchased Assets after the Effective Time.

Assumption of Liabilities. Except On the terms and subject to the conditions of this Agreement, including Section 2.6, and except for the Excluded Liabilities set forth in Section 2.4 and as otherwise provided in Section 6.8, Section 6.10 or Article VIII, Purchaser agrees, effective at the Closing, to assume and shall agree to pay, perform and discharge when due, all Liabilities (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) (collectively, the “Assumed Liabilities”) of (a) the Conveyed Entities and (b) Seller and/or its Subsidiaries arising out of the operation or conduct of the Terminal Operations (including Liabilities in respect of which Seller has an undivided fifty percent (50%) interest as tenant-in-common by virtue of its ownership of the Syracuse Interest) including, but not limited to, the following: (i) all Liabilities with respect to the Purchased Assets (including all (x) ongoing operational, compliance and maintenance Liabilities under the Port Reading Consent Decree, as it may be amended or modified and (y) ongoing operational, compliance, construction, acquisition and maintenance Liabilities associated with doming of tanks and secondary containment impermeability upgrades at Terminals in New Jersey), other than ORVR Upgrade Liabilities and Taxes for which Seller is responsible pursuant to Section 6.10 and/or Section 8.2(d); (ii) all Liabilities relating to Affected Employees, arising on or after the Closing Date, except as otherwise expressly provided in Article III, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans)Section 6.8; (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); and (iii) all Benefit Liabilities of Seller or any of its Subsidiaries under the Permitted Liens relating to, arising out of or resulting from any to the Terminal Operations (other actual or alleged employment relationship with Huttig or a Huttig Entity; than Liens described in clause (ivb) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out definition of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreement“Permitted Liens”).

Assumption of Liabilities. Except (a) In addition to the payment of the Purchase Price in accordance with Section 2.3, Products shall, by appropriate instruments to be executed and delivered at Closing (including, without limitation, an assumption agreement as otherwise expressly provided described in Article IIISection 9.2), Huttig hereby assumes assume and agrees agree to pay, perform, fulfill perform and discharge, discharge in accordance with their respective termsthe terms thereof, when due, all of the following liabilities and obligations of WAD on the Closing Date of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whenever arising, whether or not accrued, that are set forth on Schedule 2.4 (regardless of when or where such Benefit the "Assumed Liabilities"). (b) Notwithstanding clause (a) above, the Assumed Liabilities arose or arise or were or are incurred): shall not include any liability for the following: (i) all Benefit Liabilities any liabilities, obligations or commitments of WAD relating to or relating arising out of the operation of the Business or the ownership of the Assets prior to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating tothe Closing or otherwise other than the Assumed Liabilities; (ii) any liabilities of WAD under any Environmental Laws or Environmental Claim, arising out of or resulting from employment in connection with the operation of the Business prior to the Closing Date; (iii) any liabilities under Contracts included in the Transferred Assets which by Crane, a Crane Entity, Huttig the terms of such Contracts were due or a Huttig Entity before the Distribution Date to be performed prior to Closing except where such Contracts or liabilities are expressly assumed by Products; (including Benefit Liabilities under Crane Plans and Huttig Plans); (iiiv) all other Benefit Liabilities to or any liabilities relating to Huttig Individuals, and their respective dependents and beneficiaries, WAD Employees relating to the extent Employee Benefit Plans, including without limitation, liabilities under ERISA, workers compensation laws or employment laws, except as provided in Section 5.16; (v) any liabilities relating to, to former employees of WAD; (vi) any liabilities arising out of any action, suit or resulting from future, present or former employment with Huttig proceeding based upon an event occurring or a Huttig Entity claim arising (a) prior to the Closing Date or (b) after the Closing Date with respect to claims relating to products sold by WAD prior to the Closing Date including warranty and product liability claims; (vii) any Tax liabilities of WAD; (viii) any liabilities for indebtedness for money borrowed for indebtedness incurred by WAD or any of its Affiliates; (ix) any brokers' or finders' fees, or other liability of WAD for costs and expenses (including Benefit Liabilities under Crane Plans fees and Huttig Plansexpenses relating to professional advisors (legal, financial, accounting or otherwise); ) incurred in connection with this Agreement (iiiexcept as otherwise provided in Section 12.1); (x) all Benefit Liabilities relating to, any obligation or liability arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of or whose existence is a complete breach of WAD's representations, warranties, agreements or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to covenants under this Agreement; (xi) any obligation or liability arising in connection with the Excluded Assets; (xii) any costs of curing any breach occurring or accruing on or prior to the Closing Date, with respect to any and all Contracts that are included in the Transferred Assets; and (xiii) any obligation or liability of WAD in respect of WAD's insurance policies. The foregoing liabilities set forth in clauses (i) through (xiii) are referred to herein collectively as the "Excluded Liabilities."

Assumption of Liabilities. Except (a) As of the Effective Time, Buyer shall assume and thereafter pay, perform and discharge when due and payable only the following Liabilities (collectively, but excluding any Retained Liabilities, the “Assumed Liabilities”): (i) Liabilities of Seller under the Transferred Contracts and Permits, except, (x) as otherwise expressly provided in Section 1.04(b)(iv), (y) any Liability arising out of or relating to a breach that occurred prior to the Closing or (z) any breach of any representation, warranty or covenant of Seller under this Agreement; (ii) all Liabilities for trade accounts payable, accrued expenses, accrued royalties, deferred revenue incurred by the Seller with respect to the Transferred Assets reflected on the Interim Statements or the Working Capital Statement and without duplication of the foregoing, all Liabilities of the Periodicals Microform Business reflected in the Deferred Liability Adjustment calculation pursuant to Section 2.05 and of the Acquired Businesses reflected in the Working Capital calculation pursuant to Section 2.04; (iii) all Liabilities assumed by Buyer pursuant to Article IIIVI hereof; (iv) all Liabilities arising out of the Acquired Businesses after the Closing Date, Huttig hereby assumes including all Liabilities in connection with the production or sale of products that are shipped or otherwise released after the Closing Date, including any subsequent copies or versions thereof; (v) except as provided in Section 1.04(b)(v), all past, present and agrees future Liabilities and obligations under Environmental Laws relating to the Real Property and the Acquired Business, whether arising out of or in connection with the use of the Real Property or the operation of the Business before or after the Closing Date. (vi) all other current Liabilities reflected on the Interim Statements or the Working Capital Statement arising out of the Acquired Businesses. (b) Notwithstanding the foregoing or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and shall not assume, nor be obligated to pay, perform, fulfill and perform or discharge, any other Liabilities and whether due or to become due, of Seller. All such other Liabilities shall be retained by and remain Liabilities of Seller (all such Liabilities not being assumed by Buyer being herein referred to as the “Retained Liabilities”). Notwithstanding any provision in accordance with their respective termsthe Agreement or any other writing to the contrary, all of the following (regardless of when or where such Benefit Retained Liabilities arose or arise or were or are incurred): shall include: (i) all Benefit Taxes imposed upon Seller for the period on or prior to the Closing Date; (ii) except as provided in Section 1.04(a)(iii) or Article VI, all Liabilities of Seller for the Business Employees; (iii) all Liabilities in connection with the production or sale of any products that are shipped or otherwise released on or prior to the Closing Date, but not including any versions or relating copies thereof shipped or otherwise released after the Closing Date; (iv) all Liabilities in connection with any guarantee existing as of the date hereof against the unearned royalties in a partially transferred content license which pertains to Huttig Individualsboth the Acquired Businesses and the Retained Business, or as set forth on Schedule 1.04(b)(iv); (v) all past, present and their respective dependents future Liabilities and beneficiaries, in each case relating to, obligations arising under Environmental Laws arising out of or resulting from employment by CraneSeller’s discharge, a Crane Entityrelease, Huttig emission or a Huttig Entity before disposal of Hazardous Substances on, into, upon or from the Distribution Date Real Property in connection with its operation of the Acquired Business or use of the Real Property prior to the Closing Date; (including Benefit Liabilities under Crane Plans and Huttig Plans); (iivi) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, of Seller to the extent relating to, to or arising out of the Excluded Assets or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementnot constituting an Assumed Liability.

Assumption of Liabilities. Except From and after the Closing, the Buyer shall assume and the Buyer hereby agrees to pay, perform and discharge when due, the following liabilities of the Sellers (the "Assumed Liabilities"): (a) all Liabilities of any of the Sellers shown or reflected in the Seller Balance Sheet which directly relate to the Purchased Assets and remain unpaid at the time of Closing, other than Liabilities arising (i) prior to the Petition Date or the International Petition Date, as otherwise applicable, or (ii) under the Credit Agreement; (b) all Liabilities of any of the Sellers directly relating to the Business and arising in the ordinary course of business (i) on or after the Balance Sheet Date until the date hereof or (ii) on or after the date hereof to the extent permitted by Section 6.1; (c) all Liabilities of any of the Sellers accruing or arising under any of the Assumed Contracts from and after the Closing Date, except for Liabilities of the Sellers with respect to Union Employees and Assumed Collective Bargaining Agreements, which are provided for in Sections 2.5(d) and (e) below; (d) all Liabilities of the Sellers with respect to Union Employees to the extent expressly provided in Article IIIVII; (e) all Liabilities of the Sellers under the Assumed Collective Bargaining Agreements to the extent expressly provided in Article VII; (f) all Liabilities of any of the Sellers arising under the Permitted Closing Liens; (g) all Liabilities of the Sellers relating to Advance Ticket Sales to the extent set forth on the Post-Closing Advance Ticket Sales Statement, Huttig hereby assumes regardless of when such Liabilities arose; and (h) all other Liabilities arising on or after the Closing Date with respect to the operation of the Business from and agrees after the Closing Date. Notwithstanding the preceding clauses, Assumed Liabilities shall not include (i) Taxes imposed on or based on income, revenue or gross receipts (including, but not limited to, corporate franchise taxes based on income, revenues or gross receipts), sales, use, value-added importations of property and services, payroll and employee withholding for periods ending prior to the Closing Date (other than charges based on ticket sales including, without limitation, Project Support Payments (as defined in the New York Sublease) and amounts payable pursuant to Section 7.2 of the Redevelopment Agreement, each, as adjusted pursuant to the Closing Date Balance Sheet), (ii) all Liabilities with respect to the Excluded Assets and (iii) all Liabilities under Environmental Laws and Environmental Claims, and all such Liabilities shall constitute Excluded Liabilities as defined below. All the Liabilities and obligations of the Sellers of whatever kind or nature, known or unknown, fixed or contingent, accrued or unaccrued, other than the Assumed Liabilities, are hereinafter referred to as the "Excluded Liabilities." Without limiting the second preceding sentence, the Buyer shall not assume or pay, perform, fulfill and discharge, in accordance with their respective terms, all discharge or be responsible for any of the following (regardless Excluded Liabilities. The provisions of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before this Section 2.5 shall survive the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementClosing.

Assumption of Liabilities. (a) Except as otherwise expressly provided in Article IIIset forth below, Huttig upon the terms and subject to the conditions of this Agreement, Purchaser hereby assumes agrees to assume, from and after the Effective Time, and agrees at all times thereafter to be responsible for, pay, perform, fulfill perform and discharge, in accordance with their respective terms, all of discharge when due only the following liabilities, obligations and commitments, whether contingent or otherwise (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Assumed Liabilities”): (i) all Benefit Liabilities obligations and liabilities arising out of consumer warranties, diamond bonds, trade-in obligations, store credits, merchandise returns and jewelry care plans; (ii) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of all Contracts, excluding liabilities occurring or relating to Huttig Individualsthe period prior to the Effective Time or resulting from any breach arising out of the assignment of such Contracts; (iii) Sellers’ liabilities and obligations for capital expenditures and other costs to be paid after the Effective Time and made consistent with Section 5.1 hereof for the acquisition, renovation or repair of fixed or capital assets of the Business that are also Acquired Assets; (iv) to the extent provided in Article VI, all obligations and liabilities arising out of, relating to or otherwise in any way in respect of any Transferring Employee with respect to periods from and after the Effective Time, but excluding any liabilities or obligations that are Excluded Liabilities as provided in Section 1.2(b)(vi); (v) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of Taxes attributable to the Business and the Acquired Assets for all taxable periods from and after the Effective Time; (vi) all obligations and liabilities arising out of, relating to or otherwise in any respect of Permitted Liens, but only to the extent that any such Permitted Lien relates to an Assumed Liability under Section 1.3(a)(ii) or Section 1.3(a)(iii) hereof; and (vii) all obligations and liabilities identified on Schedule 1.3(a)(vii). Except as expressly provided in this Agreement or in the Ancillary Documents, Purchaser shall not assume or be liable, nor be deemed to have assumed or be liable for, any liability or obligation of the Sellers or Parent of any nature whatsoever. (b) Purchaser will not assume any liabilities of Sellers or Parent or any of their respective dependents affiliates other than the Assumed Liabilities (all such liabilities that are not being assumed by Purchaser, the “Excluded Liabilities”), including, but not limited to, the following liabilities: (i) except as otherwise specifically provided in Section 1.3(a), any obligations or liabilities of Sellers or any of their affiliates to the extent arising out of, relating to or otherwise in any way in respect of the Excluded Assets; (ii) all obligations and beneficiariesliabilities arising out of, relating to or otherwise in any way in respect of the merchandise sold on or prior to the Effective Time, except for consumer warranties, diamond bonds, trade-in obligations, store credits, merchandise returns and jewelry care plans assumed pursuant to Section 1.3(a)(i); (iii) all accounts payable and accrued expenses and liabilities (except for the portion of such expenses or liabilities that are subject to proration as provided in Section 5.11) owed by Sellers or Parent in connection with the Business occurring or relating to the period prior to the Effective Time or resulting from the transactions contemplated by this Agreement; (iv) any obligations or liabilities of Sellers or any of their affiliates arising out of, relating to or otherwise in any way in respect of any Intercompany Accounts; (v) any obligations or liabilities of Sellers or any of their affiliates arising out of, relating to or otherwise in any way in respect of this Agreement or the Ancillary Documents; (vi) any obligations or liabilities arising out of, relating to, or otherwise in any way in respect of employment by Sellers of any employee or former employee prior to the Effective Time, any incident or event occurring during the term of employment by Sellers of any employee or former employee, or any injury suffered or illness contracted or any exposure to any substance or condition by any such employee or former employee while so employed by Sellers or Parent at or prior to the Effective Time, in each case whether or not such employee or former employee is later employed by Purchaser; (vii) any obligations or liabilities arising out of, relating toto or otherwise in any way in respect of any Employee Benefit Plans or any other “employee benefit plan” (as defined in Section 3(3) of ERISA) sponsored, maintained or contributed by (or with respect to which any obligation to contribute has been undertaken) any of the Sellers, Parent or any ERISA Affiliate; (viii) all obligations and liabilities arising out of Contracts occurring or relating to the period prior to the Effective Time or resulting from employment the transactions contemplated by Cranethis Agreement (excluding any liabilities relating to rent increase provisions set forth in the Leases); (A) any Tax liabilities of Sellers and (B) any liabilities for Taxes related to the Business or the Acquired Assets related to the Pre-Closing Tax Periods. For the avoidance of doubt, the parties acknowledge that the Tax liabilities related to the Business or the Acquired Assets related to the Post- Closing Periods are not Excluded Liabilities and further, for the avoidance of doubt, the liability for Transfer Taxes incurred as a Crane Entityconsequence of the transactions contemplated by the Agreement is governed by Section 5.10(b); (x) any liability or obligation arising out of any cause of action or judicial or administrative action, Huttig suit, proceeding, investigation or any other liability relating to any event occurring, or facts, circumstances or conditions existing prior to the Effective Time (whether known or unknown and whether asserted before or after the Closing Date), including any currently pending causes of action or judicial or administrative actions, suits, proceedings or investigations (including those listed on Schedules 3.7 and 3.18), regardless of whether such obligation or liability would constitute a breach of a representation or warranty of Parent or Sellers set forth in this Agreement or any Ancillary Document; and (xi) all other liabilities or obligations of Parent or Sellers not acquired or assumed by Purchaser pursuant to this Agreement, whether or not pertaining to the Business. (c) Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 5.4, this Agreement shall not operate to assign any Acquired Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any Governmental Entity or any other Person, would constitute a breach, default or other contravention or a Huttig Entity before violation of applicable law. Sellers and Purchaser shall each use commercially reasonable efforts to obtain the Distribution Date consent of such Persons for the assignment thereof to Purchaser prior to the Closing (including Benefit it being understood that the failure to obtain such consents shall not relieve any party from its obligation to consummate the Closing of the transactions contemplated by this Agreement except to the extent provided in Section 8.1) and otherwise shall comply with the provisions of Section 5.4. (d) Notwithstanding that Excluded Liabilities under Crane Plans include (i) all gift cards issued prior to the Effective Time to the extent not redeemed by the Effective Time (“Previously Issued Gift Cards”) and Huttig Plans); (ii) all other Benefit Liabilities layaways as of the Effective Time (“Previously Issued Layaways”), Purchaser agrees to or relating to Huttig Individualshonor, and their respective dependents and beneficiaries, subject to the extent relating toterms and provisions of Section 5.20 hereof, arising out of such Previously Issued Gift Cards and fulfill all Previously Issued Layaways following the Effective Time. Purchaser’s performance with respect to such Previously Issued Gift Cards and Previously Issued Layaways after the Closing shall not be deemed an assignment or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result transfer to Purchaser of the Distribution; obligations and (v) liabilities of Sellers thereunder. The parties acknowledge that Sellers have collected all other Benefit Liabilities relating tocash with respect to the Previously Issued Gift Cards and Previously Issued Layaways and any obligations pertaining to compliance with laws with respect thereto, arising out including the laws of escheat, shall remain the obligation of Sellers or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementtheir affiliates.

Assumption of Liabilities. Except as otherwise expressly (a) FCNY shall assume only those liabilities and obligations (the "Assumed Liabilities") arising out of or relating to the operation of the business represented by the Acquired Assets from and after the Closing, including: (i) All liabilities related to any healthcare services provided in Article IIIby FCNY after the Closing, Huttig hereby assumes other than liabilities for family planning services during the month of August, 1997 (the sole responsibility for which is being retained by BHP). (ii) The rent and agrees to pay, perform, fulfill and dischargeall other obligations due on a going-forward basis following the Closing for the Amherst Office Lease. (iii) All liabilities arising under the future performance of FCNY of all contracts included within the Acquired Assets. (iv) Ordinary severance obligations, in accordance with their respective termsBHP's usual and customary employment policies, all for those personnel employed by BHP whom FCNY does not accept under the Transition Services Agreement described in Section 8.7 hereof, other than those employees set forth on Schedule 2.3(a)(iv) attached hereto, and ordinary severance obligations, in accordance with BHP's usual and customary employment policies, for those personnel who become subject to the Transition Services Agreement, as and to the extent provided therein; provided, however, that in no event shall FCNY be responsible for any "pay to stay" bonuses that may have been promised to employees by BHP, or payments under the divestiture bonus plan established by BHP. (b) In no event shall FCNY assume, or be deemed to have assumed, any liabilities other than the Assumed Liabilities. In no event shall FCNY be deemed to assume liabilities of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): BHP relating to: (i) all Benefit Liabilities Any healthcare services provided prior to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); Closing. (ii) all other Benefit Liabilities to or relating to Huttig IndividualsLeases for BHP's offices in Syracuse, Albany, Melville, White Plains and their respective dependents and beneficiariesNew York City, New York, except to the extent relating to, arising out of or resulting from future, present or former employment that FCNY elects to assume any obligations with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); respect thereto pursuant to Section 11.1 hereof. (iii) all Benefit Liabilities relating to, arising out or obligations owed to shareholders or former shareholders of BHP or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; COASTAL. (iv) all Benefit Liabilities relating toInter-company indebtedness of any kind or nature owed by BHP to COASTAL. (v) Taxes, arising out of interest or resulting from penalties due to any taxing authority or Regulatory Entities with respect to periods ending on or before the imposition of withdrawal liability under Subtitle E of Title IV of ERISA Closing Date, other than transfer or similar taxes imposed as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result consummation of the Distribution; and transaction contemplated hereby, the Responsibility for which shall be shared as provided in Section 2.6 hereof. (vvi) all Obligations to make payments under the divestiture bonus plan established by BHP. (vii) Any other Benefit Liabilities liabilities whatsoever relating to the operation of BHP or BHP's health plan through the time of the Closing, including claims or litigation arising, or based upon acts or omissions occurring or failing to occur, prior to the Closing (irrespective of whether such claims were threatened or asserted prior to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant subsequent to this Agreementthe Closing).

Assumption of Liabilities. Except as otherwise expressly provided in Article III(a) Subject to the terms and conditions of this Agreement, Huttig hereby assumes and at the Closing, FTIRS agrees to payassume and become responsible for all obligations of the Sellers under the agreements, performcontracts, fulfill mortgages, instruments, licenses, and dischargeother arrangements that are FTIRS Acquired Assets (1) to provide goods or furnish services to another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIRS in connection with the Ringtail Business after the Closing and no other liabilities (the “FTIRS Assumed Liabilities”). (b) Subject to the terms and conditions of this Agreement, at the Closing, FTIAU agrees to assume and become responsible for all liabilities and obligations of RSPL with respect to any accrued vacation or leave (including accrued annual leave or long service leave) due to Transferred Ringtail Employees employed by RSPL in Australia in accordance with their respective termsRSPL’s normal policies regarding such accrual (the “FTIAU Assumed Liabilities”). FTIAU shall not assume any other liabilities. (c) Subject to the terms and conditions of this Agreement, at the Closing, FTIC agrees to assume and become responsible for all obligations of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig IndividualsSellers under the agreements, contracts, mortgages, instruments, licenses, and their respective dependents other arrangements that are FTIC Acquired Assets (1) to provide goods or furnish services to another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIC in connection with the Ringtail Business after the Closing (the “FTIC Assumed Liabilities”). FTIC shall not assume any other liabilities. Asset Purchase Agreement 12 (d) Subject to the terms and beneficiariesconditions of this Agreement, at the Closing, FTI LLC agrees to assume and become responsible for all liabilities and obligations of RSI with respect to any accrued vacation or leave due to Transferred Ringtail Employees employed by RSI in each case relating the United States in accordance with RSI’s normal policies regarding such accrual (the “FTI LLC Assumed Liabilities”). FTI LLC shall not assume any other liabilities. (e) The Assumed Liabilities shall not include (a) any liability of the Sellers for Taxes (with respect to the Ringtail Business or otherwise), (b) any liability of the Sellers for Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Income Taxes, GST or other Taxes arising because the Sellers are transferring the Acquired Assets), (c) any liability of the Sellers for the unpaid Taxes of any person other than the Sellers under Treasury Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (d) any obligation of the Sellers to indemnify any person by reason of the fact that such person was a partner, principal, trustee, director, officer, employee, agent or beneficiary of any of the Sellers or was serving at the request of any of the Sellers as a partner, principal, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (e) any liability of the Sellers for costs and expenses incurred in connection with this Agreement, any Related Agreement or the transactions contemplated hereby, (f) any liability or contingency of the Sellers arising out of, or in any way related to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship breach of contract or warranty, tort, infringement, violation of law or regulation, employee-related claim or obligation to defend in any civil, criminal or other legal proceeding (“Legal Claims”) or (g) any liability or obligation of the Sellers under this Agreement, any Related Agreement or other document or instrument related to the transactions contemplated herein. FTI and the Buyers shall not assume or have any responsibility with Huttig respect to any obligation or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out liability of the Sellers or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" Principals not specifically included within the meaning definition of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementAssumed Liabilities.

Assumption of Liabilities. Except as otherwise expressly provided in Article III(a) At the closing, Huttig hereby assumes Purchaser shall assume and agrees to become responsible for, and shall thereafter pay, perform, fulfill and dischargedischarge as and when due, only the following liabilities (collectively, the “Assumed Liabilities”): (i) Seller’s trade payables related to the Business reflected on the October 31, 2010 unaudited interim balance sheet included in accordance the Financial Statements of Seller plus those incurred in the Ordinary Course of Business by the Business since the date of such balance sheet consistent with their respective termspast practices of Seller; (ii) those certain accrued expenses (other than expenses that are Retained Liabilities) of Seller related directly to the operation of the Business set forth in the accounts listed on Schedule 2.3(a)(ii); and (iii) 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”), all other than Retained Liabilities under Section 2.2(b)(vi) and (xiii). (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 Assumed Liabilities, including, without limitation, any of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Retained Liabilities”): (i) all accrued expenses of Seller not included in Section 2.3(a)(ii), including the accounts set forth on Schedule 2.3(b)(i); (ii) any liability related to Benefit Liabilities to or relating to Huttig IndividualsPlans of Seller, and their respective dependents and beneficiariesincluding, in each case relating but not limited to, contributions, obligations, or the Withdrawal Liability related to the Pension Trust; (iii) any product liability or warranty claims (express or implied) of third parties (including any Affiliate of Seller) arising out of or resulting relating to products manufactured, provided, or sold by Seller prior to the 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 Closing Date; (v) any liability that arises out of or relates to obligations for the repayment of Debt by Seller or any Affiliate; (vi) any liability under any Contract that is not an Assumed Contract; (vii) any liability for COBRA continuation for any employee of Seller with a qualifying event prior to the Closing Date; (viii) any liability for workers’ compensation claims incurred prior to the Closing Date that were not processed by Seller in compliance with the Ohio Bureau of Workers’ Compensation State Fund Program, or for any deductibles or other payments associated with non-traditional Ohio Bureau of Workers’ Compensation State Fund Programs, if any, incurred prior to the Closing Date; (ix) any liability of Seller arising from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualsany claim or proceeding against Seller pending on or incurred prior to the Closing Date, including, without limitation, those proceedings set forth on Schedule 5.8; (x) except as provided in Section 3.5, any liability of Seller or any shareholder of Seller for the payment of any Tax, including, without limitation, for the Taxes (A) of any other Person, whether as transferee, successor, by contract or otherwise, and their respective dependents (B) resulting from, or arising in connection with, the transactions contemplated by this Agreement, and beneficiaries, (C) Taxes with respect to the extent 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; (xi) any liability or obligation of any Person relating toto an Environmental Condition relating to the Business, the West Xxx Street Facility or any Former Property that arises out of or relates to any action that occurred prior to the Closing Date; (xii) any liability of Seller to any Affiliate of Seller or any Affiliate of any Shareholder, including but not limited to any liability arising out of or resulting related to any loans, management fees, and any accrued interest related thereto, from futureor owed to any Affiliate of Seller or any Affiliate of any Shareholder; or (xiii) any liability under any Assumed Contract, present other than a customer or former employment with Huttig supplier open purchaser order entered into in the Ordinary Course of Business, if either (A) Seller shall not have obtained or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iiiB) all Benefit Liabilities relating toPurchaser shall not have waived in writing Seller’s obligation hereunder to obtain, arising out on or prior to the Closing Date, any consent required to be obtained by the terms of or resulting such Assumed Contract from any other actual Person with respect to the assignment or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal delegation to Purchaser of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of rights or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementobligations under such Assumed Contract.

Assumption of Liabilities. Except as otherwise expressly provided in Article III(a) At the Closing, Huttig hereby assumes the Company shall assume and agrees agree to pay, discharge or perform, fulfill as appropriate, when due only the Liabilities of the GPF Parties specifically identified below in this subsection (a) (the “Assumed GPF Liabilities”): (i) any Liabilities included in the calculation of the GPF Net Working Capital, but only to the extent and dischargeup to the amount included in the final and binding calculation thereof under Section 2.3; (ii) any post-Closing executory obligations under the GPF Contracts; (iii) all Liabilities under the relevant Agency Documents, in accordance with their respective termssubject to the execution by the relevant parties of each Mortgage Program Sponsor Transfer Agreement; (iv) any post-Closing executory obligations under the GPF Real Estate Leases; and (v) any obligations under any Governmental Permits of any GPF Party. (b) Notwithstanding subsection (a) above or any other provision of this Agreement, all the Company is not assuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed GPF Liability under subsection (a) above, including any of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): each, an “Excluded GPF Liability”): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment any Default by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans)any GPF Party of any provision of any Contract; (ii) all any Federal, state or local income or other Benefit Liabilities Tax payable by or imposed with respect to any GPF Party’s Business, the Contributed GPF Assets, other properties or relating to Huttig Individualsoperations of any GPF Party, and their respective dependents and beneficiariesany Affiliate of any GPF Party, or any other party for which any GPF Party might be liable (through law, equity, contract or otherwise), for the period prior to the extent relating to, arising out Closing Date (whether or not such Taxes are due and payable as of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plansprior to the Closing); (iii) all Benefit Liabilities relating to, arising out of under or resulting from in connection with any other actual or alleged employment relationship with Huttig or a Huttig EntityExcluded GPF Assets; (iv) Liabilities of any GPF Party arising or incurred in connection with the negotiation, preparation and execution of the Transaction Documents and the Transactions; (v) Liabilities arising from or related to any Contracts of any GPF Party as to which a GPF Required Consent is not obtained by the Closing Date regardless of whether the Company or CGL waive delivery of such GPF Required Consent; (vi) Liabilities to give credits or take other remedial actions for defective goods or services provided by any GPF Party or any of their Affiliates; (vii) Liabilities for money borrowed; (viii) Liabilities of any GPF Party or any of their Affiliates based upon an act or omission of such Person prior to the Closing; (ix) Environmental Liabilities of any GPF Party or any of their Affiliates; (x) Liabilities of any GPF Party or any of their Affiliates relating to any grievance or other claim brought by any current or former employee, member, manager, partner, equity holder or director of any GPF Party or any of their Affiliates or an unrelated third-party (including Governmental Bodies) in respect of any circumstance, condition, occurrence, act or omission occurring on or before the Closing Date; and (xi) any other Liabilities of any GPF Party or any of their Affiliates, regardless of when made or asserted, that are not specifically assumed hereunder. (c) At the Closing, the Company shall assume and agree to pay, discharge or perform, as appropriate, when due only the Liabilities of CGL specifically identified below in this subsection (c) (the “Assumed CGL Liabilities”): (i) any Liabilities included set forth on the CGL Closing Balance Sheet, but only to the extent and up to the amounts set forth thereon; (ii) any post-Closing executory obligations under the CGL Contracts; (iii) all Benefit Liabilities relating tounder the relevant Agency Documents, subject to the execution by the relevant parties of each Mortgage Program Sponsor Transfer Agreement; (iv) any post-Closing executory obligations under the Walnut Creek Lease; and (v) all obligations under any Governmental Permits of CGL. (d) Notwithstanding subsection (c) above or any other provision of this Agreement, the Company is not assuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed CGL Liability under subsection (c) above, including any of the following (each, an “Excluded CGL Liability”): (i) Liabilities arising out of any Default by CGL or resulting from the imposition any of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal its Affiliates of any Crane Entity from a "multiemployer plan" within provision of any Contract; (ii) any Federal, state or local income or other Tax payable by or imposed with respect to the meaning Business of ERISA Section 4021 CGL, the Contributed CGL Assets, or other properties or operations of CGL, any Affiliate of CGL; or any other party for which occurs solely CGL might be liable (through law, equity, contract or otherwise), for the period prior to the Closing Date (whether or not such Taxes are due and payable as of or prior to the Closing); (iii) Liabilities under or in connection with any Excluded CGL Assets; (iv) Liabilities arising prior to the Closing Date or as a result of the DistributionClosing for severance, bonuses or any other form of compensation to any employees, agents or independent contractors of CGL, whether or not employed by the Company after the Closing and whether or not arising or under any applicable Law, CGL Benefit Plan or other arrangement with respect thereto; (v) any Liability related to the WARN Act or similar applicable Law, any labor dispute, unfair labor practice, collective bargaining agreement or negotiations undertaken by CGL or any Affiliate thereof with respect to the foregoing; (vi) Liabilities of CGL arising or incurred in connection with the negotiation, preparation and execution of the Transaction Documents and the Transactions; (vii) Liabilities arising from or related to any Contracts of CGL as to which a CGL Required Consent is not obtained by the Closing Date regardless of whether the Company or any GPF Party waives delivery of such CGL Required Consent; (viii) Liabilities to give credits or take other remedial actions for defective goods or services provided by CGL or any of its Affiliates; (ix) Liabilities for money borrowed; (x) Liability of CGL or any of its Affiliates based upon an act or omission of such Person prior to the Closing; (xi) Environmental Liabilities of CGL; (xii) Liabilities of CGL or any of its Affiliates relating to any grievance or other claim brought by any current or former employee, member, manager, partner, equity holder or director of CGL or its Affiliates or an unrelated third party (including Governmental Bodies) in respect of any circumstance, condition, occurrence, act or omission occurring on or before the Closing Date; (xiii) any payables or expenses of CGL not set forth on the CGL Closing Balance Sheet, or any amounts in excess of the amounts set forth on the CGL Closing Balance Sheet; (xiv) any Liabilities related to CGL’s treatment of individuals not categorized by CGL as its employees, but who are providing or have provided services to CGL; and (vxv) all any other Benefit Liabilities relating toof CGL or its Affiliates, arising out regardless of when made or resulting from obligationsasserted, liabilities and responsibilities expressly that are not specifically assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementhereunder.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIAs of the Effective Time, Huttig hereby assumes Xxxxx shall assume and agrees agree to pay, performdischarge and perform according to their terms only the following liabilities and obligations of Seller (collectively, fulfill the “Assumed Liabilities”), and discharge, in accordance with their respective terms, all specifically excluding the Excluded Liabilities: (a) All liabilities and obligations arising out of Buyer’s operation of the following Hospital Operations or the use or ownership of the Purchased Assets by Buyer from and after the Effective Time; (regardless b) All liabilities and obligations under or arising out of when the Assumed Contracts and the Assumed Real Property Leases on and after the Effective Time; provided, however, Buyer shall not assume any liabilities or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, obligations arising out of or resulting in connection with Seller’s breach or alleged breach of such Assumed Contracts, CIA, or Assumed Real Property Leases; (c) All liabilities and obligations arising under any Licenses from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before and after the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiariesEffective Time, to the extent relating tosuch liabilities and obligations relate to Buyer’s use or ownership of the Hospital Operations or the Purchased Assets, arising out except to the extent that such liabilities and obligations otherwise constitute Excluded Liabilities or Excluded Assets; (d) Except to the extent related to the Excluded Liabilities and/or Excluded Assets, Seller’s outstanding accounts payable and trade liabilities related to the Hospital Operations to the extent no more than 12 months old from the Effective Time; and (e) Liabilities and obligations of Seller as of the Effective Time for accrued paid time off, whether for vacation or resulting from futureotherwise, present or former for each Seller employee that is offered and accepts employment with Huttig Buyer (each a “Hired Employee(s)”) to the lesser of (i) existing accrued amounts of vacation leave and other paid time off (“PTO”) of each such employee or a Huttig Entity (including Benefit Liabilities under Crane Plans ii) eighty (80) hours of PTO for each such employee accrued through July 8, 2021 and Huttig Plansall PTO accruing from July 9, 2021 through the Effective Time (the “Assumed PTO”); provided, however, Seller shall pay Hired Employees for all remaining PTO within ten (iii10) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementbusiness days after Closing.

Assumption of Liabilities. Except as otherwise expressly provided in Article III(a) Upon the terms and subject to the conditions set forth herein, Huttig hereby assumes at the Closing Buyer shall assume from Seller (and agrees to thereafter pay, perform, fulfill and discharge, discharge or otherwise satisfy in accordance with their respective terms), all of and Seller shall irrevocably convey, transfer and assign to Buyer, only the following Liabilities of Seller (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): the “Assumed Liabilities”): (i) all Benefit Liabilities to of Seller reflected on the Closing Working Capital Statement finally determined in accordance with Section 1.6; (ii) Liabilities arising after the Closing under the Assigned Contracts (other than Liabilities arising out of or relating to Huttig Individualsany act or omission that occurred prior to the Closing); (iii) Liabilities of Seller arising after the Closing under any Assigned Contract included in the Assets that is entered into by Seller after the date hereof in accordance with the provisions of this Agreement (other than Liabilities to the extent arising out of or relating to any act or omission that occurred prior to the Closing); (iv) Liabilities for pension Liability, Accrued Vacation, retiree medical, flexible spending accounts, sick leave, and their respective dependents personal time, to the extent provided in Section 6.2. (v) Warranty obligations and beneficiariesclaims and associated costs and damages arising from products (or component parts thereof) delivered after the Closing Date; (vi) Liabilities arising from the defective manufacture of products (or component parts thereof) delivered after the Closing Date, whether manufactured or repaired before, on or after the Closing Date; (vii) Liabilities arising from defects in each case a product specification and/or design defects in products (or component parts thereof) delivered after the Closing Date, but not including any design defects with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), the Special Business Provisions (787) or the Special Business Provisions (Spares); (viii) Liabilities of Seller described in Schedule 1.2(a)(viii); and (ix) Liabilities arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a product (or component part thereof), Buyer shall assume such Liabilities to the extent that the product was manufactured or produced after the Closing Date; and (B) With respect to exposure to asbestos in a Facility, Buyer shall assume such Liabilities to the extent that the exposure to asbestos occurred after the Closing Date. This Section 1.2(a)(ix) shall not apply to claims for exposure to asbestos asserted under workers compensation Laws. (b) Buyer shall not assume any Liabilities other than the “Assumed Liabilities.” All Liabilities of Seller other than the Assumed Liabilities (the “Excluded Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the generality of the foregoing, “Excluded Liabilities” shall include, without limitation: (i) Liabilities for Income Taxes of Seller; (ii) Liabilities of Seller in respect of transaction costs payable by it pursuant to Section 11.10 hereof or otherwise; (iii) Liabilities of Seller not arising out of or related to the Business or the Assets; (iv) Liabilities of Seller related to all Benefit Plans, except as set forth in Section 6.2; (v) Liabilities of Seller to employees of the Business who are not hired by Buyer immediately following the Closing Date, except as provided in Section 9.2(a)(v); (vi) Liabilities of Seller arising under any Environmental Law relating toto conditions existing on or prior to the Closing Date with respect to Seller’s Facilities or to properties formerly owned, operated or used by Seller or the Business and Liabilities relating to properties to which Seller or the Business have sent waste, on or prior to the Closing Date, for treatment, storage or disposal, except as set forth in Sections 6.13 and 9.5; (vii) Liabilities for amounts of Taxes collected or withheld by Seller and payable to any Governmental Authority; (viii) Warranty obligations and claims and associated costs and damages arising from products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (ix) Liabilities arising from the defective manufacture of products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (x) Liabilities arising from defects in a product specification and/or design defects in products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (xi) Liabilities arising from design defects in products (or component parts thereof), but only with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), the Special Business Provisions (787) or the Special Business Provisions (Spares); (xii) Liabilities under Assigned Contracts assumed by Buyer pursuant to Section 1.2(a) that arise after the Closing to the extent arising out of or relating to any act or omission that occurred prior to the Closing; (xiii) Liabilities under any Contract not assumed by Buyer under Section 1.2(a), including Liabilities arising out of or relating to Seller’s credit facilities or any security interest related thereto; (xiv) Liabilities of the Business to Seller or to any Affiliate of Seller; (xv) Liabilities of Seller under any easement, access agreement or other document or instrument recorded against or affecting the Facilities or any portion thereof, to the extent arising or relating to the period of time prior to Closing; (xvi) Liabilities to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller or any officer, employee or agent of the Business; (xvii) Liabilities to the extent covered by insurance policies of Seller in effect prior to the Closing; (xviii) Liabilities arising out of any Proceeding pending as of the Closing, except for Liabilities to the extent such Liabilities relate to any act or omission of Buyer after the Closing Date; (xix) Liabilities arising out of any Proceeding commenced after the Closing to the extent arising out of or relating to any act or omission occurring on or prior to the Closing Date; (xx) Liabilities related to Seller’s use of Intellectual Property on or prior to the Closing Date; (xxi) Liabilities to the extent arising out of or resulting from employment by CraneSeller’s compliance or noncompliance with any Requirement of Law or Court Order or order of any Governmental Authority; (xxii) Liabilities of Seller under this Agreement or any Seller Transaction Agreement; (xxiii) Liabilities of Seller based upon Seller’s acts or omissions occurring after the Closing; and (xxiv) Liabilities arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a Crane Entityproduct (or component part thereof), Huttig or a Huttig Entity before the Distribution Date (including Benefit Seller shall retain such Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating tothat the product was manufactured or produced on or prior to the Closing Date; and (B) With respect to exposure to asbestos in a Facility, arising out of Seller shall retain such Liabilities to the extent that the exposure to asbestos occurred on or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities prior to the Closing Date. This Section 1.2(b)(xxiv) shall not apply to claims for exposure to asbestos under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementworkers compensation Laws.

Assumption of Liabilities. Except (a) Subject to Section 2.2(b) and effective as otherwise expressly provided of the Time of Contribution, Newco and the Operating Subsidiaries, in Article IIIpartial consideration for the Contribution, Huttig hereby assumes unconditionally assume and agrees undertake to pay, perform, fulfill satisfy and discharge, discharge when due in accordance with their respective terms, all terms the following Liabilities of the following Company and any of its Subsidiaries (regardless of when collectively, the "Assumed Liabilities"), allocated as follows or where such Benefit Liabilities arose or arise or were or are incurred): as Newco shall otherwise direct: (i) all Benefit Liabilities relating primarily to or arising primarily from the A-B Business are assumed by A- B and Newco; (ii) all Liabilities relating primarily to Huttig Individualsor arising primarily from the Collins Business are assumed by Collins and Newco; (iii) all Liabilities xxxxxxxg primarily to or arising primarily from the Semiconductor Systems Business are assumed by RSS and Newco; (iv) all Liabilities relating primarily to or arising primarily from the LVS Business are assumed by LVS and Newco; (v) all Liabilities relating primarily to or arising primarily from the HVS Business are assumed by HVS and Newco; (vi) [intentionally omitted]; (vii) all Special Liabilities are assumed by Newco; (viii) all Liabilities (including without limitation indemnification obligations) relating primarily to or arising primarily from (A) the reports, registration statements and their respective dependents other documents filed by the Company with the SEC prior to the Time of Contribution (including the Company's consolidated financial statements for periods prior to the Time of Contribution included or incorporated by reference therein) and beneficiaries(B) any breach or alleged breach by any director of the Company of his fiduciary duties to the Company and its stockholders occurring at or prior to the Time of Contribution, in each case referred to in the foregoing clauses (A) and (B) notwithstanding the fact that such Liabilities may relate primarily to or arise primarily from the Aerospace Business, the Defense Business or the Additional Retained Facilities, are assumed by Newco, but excluding any matter for which the Company would be required to provide indemnification pursuant to Section 2.2(ii) of the Post-Closing Covenants Agreement; (ix) all Liabilities relating toprimarily to or arising primarily from any Divested Business of the Aerospace Business or the Defense Business, including, without limitation, the Divested Businesses listed on Schedules 1.1(a)(ii) and 1.1(b)(ii), are assumed by Newco; (x) all Liabilities relating primarily to or arising out primarily from Atomics International, Inc., Narland Corporation and Rockwell Aerospace & Electronics, Inc. are assumed by Newco; (xi) all Liabilities relating to the Contributed A&D Assets are assumed by Newco; (xii) all Liabilities in respect of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date indebtedness for borrowed money (including Benefit any guarantees in respect of indebtedness for borrowed money of any third party of the Company and any of its Subsidiaries) other than the Company Debt are assumed by Newco; (xiii) all Liabilities that are contemplated by the Reorganization Agreements as Liabilities to be retained by any member of the Newco Group, and any agreements, obligations and Liabilities of the Newco Group under Crane Plans the Reorganization Agreements (including any Liabilities of the Company described in Sections 4.1(p) and Huttig Plans)5.13 of the Merger Agreement) are assumed by Newco; and (iixiv) all other Benefit Liabilities, other than the Retained Liabilities, are assumed by Newco. The Liabilities referred to in clauses (i) - (xiii) above are referred to collectively as the "Newco Liabilities". If any Liabilities relating primarily to or relating to Huttig Individualsarising primarily from the A-B Business, and their respective dependents and beneficiariesthe Collins Business, to the extent relating toSemiconductor Systems Business, arising out the XXX Xxsiness or the HVS Business are obligations of a Subsidiary of the Company other than A-B, Collins, RSS, LVS or resulting from futureHVS, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating todirect or indirect Subsidixxx xxxreof, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating toallocation of Assets of the Company set forth in Section 2.1, arising out then, notwithstanding the foregoing allocation or the allocation of or resulting from obligationsAssets of the Company set forth in Section 2.1, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, the appropriate Operating Subsidiary or a Huttig Plan pursuant to this AgreementSubsidiary thereof shall assume each such Liability.

Assumption of Liabilities. Except as otherwise expressly provided in Article III, Huttig hereby assumes At Closing the Successor shall assume and agrees agree to pay, performdischarge or perform as appropriate only the following liabilities and obligations arising on or after Closing (the "Assumed Liabilities") and the predecessor party shall be liable for all the liabilities arising on or before the closing date: a. All obligations with respect to the Premises; b. All obligations under customer purchase orders; c. All leases of personal property and equipment, fulfill and discharge, in accordance contracts or agreements with their respective terms, all vendors providing services to the Business after the Closing Date; d. All obligations with respect to the factored accounts receivable of the following (regardless Predecessor. e. The successor company has been totally made aware by the predecessor company of when the ongoing disputes with the financiers ……………….., pending in the DRT and with District Collectors Office and successor company’s director has signed all the legal dispute documents in token of the same. The attorney’s fees will be borne by the predecessor company. f. In case of any default by the predecessor company on the loan mentioned in Sub- Clause H and I , the predecessor party will bear the default and foreclosure charges. g. All the taxes liabilities such as municipal taxes of all local bodies, income tax, cess, surcharge, any property gain tax, GST, PF, ESI or where such Benefit Liabilities arose any other tax liability in respect of the business. Except for the Assumed Liabilities, the Successor is not assuming, nor shall it in any way be liable or arise responsible for, any liabilities, obligations or were debts of Predecessor, whether accrued, absolute, contingent or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating tootherwise, arising out before or after the Closing. h. Purchasing loan on the property of or resulting ………………. (Property A) from employment …………. amounting to Rs. …………. is outstanding as on ……….. EMI is deducted on the …… of each month and the Balance outstanding installments will be paid by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans successor company. i. Purchasing loan on the property of Property B from …………….. amounting to Rs. ………… is outstanding as on ………... EMI is deducted on the ……… of each month and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from Balance outstanding installments will be paid by the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementsuccessor company.

Assumption of Liabilities. Except Subject to entry of the Sale Order or subsequent order with respect to the assumption of liabilities, on the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as otherwise expressly provided in Article IIIof the Closing, Huttig hereby assumes and agrees to pay, perform, fulfill will timely perform and discharge, discharge in accordance with their respective terms, all of the following Liabilities (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Assumed Liabilities”): (ia) all Benefit Liabilities of any kind or character to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating tothe extent resulting from, arising out of or resulting from employment by Cranein connection with the use, a Crane Entityoperation, Huttig possession or a Huttig Entity before ownership of or interest in the Distribution Date Purchased Assets and/or the Business after the Closing Date; (including Benefit b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of the Sellers under the Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities under Crane Plans all Laws arising from the Purchased Assets and Huttig Plans); (ii) all other Benefit Liabilities to the operation of the Business that arise on or relating to Huttig Individuals, and their respective dependents and beneficiaries, to after the extent relating to, Closing Date including those arising out of or resulting from futurerelating to (i) the Transferred Permits/Licenses, present (ii) any mine operation or former employment with Huttig safety compliance matters related to the condition of the Purchased Assets or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); the mining areas of the Business, (iii) all Benefit Liabilities relating the Purchased Assets’ or the Business’s compliance with Environmental Laws and Mining or Mining Safety Laws, and (iv) any conditions arising from a spill, emission, release or disposal into the Environment of, or human exposure to, hazardous materials resulting from the operation of the Business or Purchased Assets; (e) all Liabilities under all Laws arising out of or resulting from any other actual relating to Reclamation Liabilities of the Business or alleged employment relationship with Huttig or a Huttig Entity; the Purchased Assets; (ivf) all Benefit Liabilities relating tofor all (i) Transfer Taxes, (ii) Assumed Non-Income Taxes, and (iii) Non-Income Taxes that are allocated to Purchaser pursuant to Section 10.4(a); (g) all Trade Payables arising out of or resulting from (i) after the imposition of withdrawal liability under Subtitle E of Title IV of ERISA Petition Date that remain unpaid as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; Closing Date, with an aggregate face value equal to the lesser of (x) all such Trade Payables as of the Closing Date and (vy) $20,000,000 and (ii) after the Closing Date; and (h) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementthe extent specifically listed on Schedule 2.3.

Assumption of Liabilities. Except At the Completion, Purchaser shall assume and agree to pay and perform and discharge the following obligations and liabilities of Limited as otherwise expressly provided of the Completion Date, but only to the extent specifically set forth below (collectively, the "Assumed Liabilities"): (a) Those current trade payables of Limited set forth on Schedule 2.2(a) in Article IIIan aggregate amount not to exceed US$529,066.95, Huttig hereby assumes which shall exclude, for the avoidance of doubt, (i) any rent payable to Oxford and agrees City Holdings Limited (the "Landlord") pursuant to paythe real estate lease (the "London Lease") between Limited and the Landlord for premises located at 33 Cavendish Square, performLondon (the "Premises"), fulfill and discharge(ii) any trade payabxxx xx Xxxxxxx xxxxx xx [***]; (b) Accrued liabilities with regard to rent due under the London Lease for the month of March, 2006 in an amount not to exceed US$40,000; (c) Those accrued liabilities of Limited set forth on Schedule 2.2(c) with respect to current employees of Limited in the International Business for (i) unpaid wages and employee benefits for the pay period after March 31, 2006, (ii) payroll taxes relating to payroll for the months of February and March, 2006 (it being understood that such amounts for payroll taxes will be escrowed at Completion and paid directly to the relevant taxing authorities upon receipt by the Purchaser of the relevant completed tax return or other documentation or substantiation of the amount due) and (iii) any accrued vacations, unpaid guaranteed bonuses, submitted but unreimbursed travel and entertainment expenses for the month of February, 2006 and commissions earned prior to March 17, 2006, in an aggregate amount not to exceed US$530,000, not including an unliquidated amount for (x) employee travel and entertainment expenses for the month of March, 2006, (y) commissions earned on or after March 17, 2006 or (z) any post-Completion employee-related costs; (d) Liabilities to make monthly cash contributions to each Employee's Pension Plan in accordance with their respective terms, all the terms of the contracts of employment of the Employees up to an aggregate amount of US$25,000 but, for the avoidance of doubt, the Purchaser shall not assume any obligation to make payments or contribute to any individual employee contribution plan or other plan (other than the Pension Plan) currently providing for or which has previously provided benefits to Employees of which any Employee or former employee of Limited is a member (including any amount accrued but unpaid by Limited as at the Completion Date); (e) Current liabilities of Limited for VAT and corporation tax in an aggregate amount not in excess of US$300,000, it being understood that such amounts will be escrowed at Completion and paid directly to the relevant taxing authorities upon receipt by the Purchaser of the relevant completed VAT return of Limited and a remittance statement from the Inland Revenue in respect of the corporation tax due in accordance with Section 5.3(a) hereof; and (f) All liabilities under the London Lease that solely relate to periods following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities the Completion Date, provided, however, that Purchaser shall not be required to or pay and discharge any liability for rent payable under the London Lease relating to Huttig Individualsany period from or after the Completion Date until Purchaser has received the duly executed Landlord's Consent in accordance with Section 2.5(a). Notwithstanding anything else set forth herein, and their respective dependents and beneficiariesnothing in this Agreement shall pass to the Purchaser, in each case relating toor shall be construed as acceptance by the Purchaser of, arising out of or resulting from employment any Liability (including, without limitation the Excluded Liabilities) which otherwise is not specifically assumed by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date Purchaser under this Agreement (including Benefit Liabilities under Crane Plans and Huttig Plans); (iiAssumed Liabilities) all other Benefit Liabilities or required to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to be assumed by the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained Purchaser by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementlaw.

Assumption of Liabilities. Except as otherwise expressly provided (a) On the terms and subject to the conditions, including Section 6.2, set forth in Article IIIthis Agreement, Huttig hereby assumes on the Closing Date, the debts, liabilities and obligations of the Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, performperform and discharge all such debts, fulfill liabilities and dischargeobligations 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 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 accordance connection with their respective termsor related to the ownership, all operation or use after the Closing Date of the following Assets or the Contributed Business; (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 or where such Benefit Liabilities arose or arise or were or are incurred): manufactured; (ix) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig PlansThe long-term liabilities set forth on Schedule 2.5(a)(x); and (iixi) all Any other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, Liability specifically assumed by the Partnership pursuant to the extent relating to, arising out terms of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, this Agreement. The liabilities and responsibilities expressly obligations assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the Partnership shall deliver to the Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Except (a) Upon the terms and subject to the conditions of this Agreement, on the Initial Closing Date or applicable Subsequent Closing Date, Buyer agrees to, or, subject to Section 2.08, to cause a Designated Buyer Affiliate to, irrevocably assume and become exclusively responsible for the following, and only the following, Liabilities of Sellers, in each case, except to the extent such Liabilities constitute Excluded C Liabilities (collectively, the "Assumed C Liabilities"): (i) subject to Section 2.05, all Liabilities arising under the Assigned Engagements, except for the Excluded Engagement Liabilities; (ii) in addition to and without limiting the Liabilities to be assumed pursuant to Section 2.04(a)(i) and subject to Sections 2.05, 2.06 and 2.07, all Liabilities arising under or relating to the Assigned C Contracts other than Engagement Contracts solely to the extent arising following the effective time of the Initial Closing or the applicable Subsequent Closing; (iii) except as contemplated by the Transition Services Agreement or the Software License and IT Services Agreement, all other Liabilities arising out of or relating to the operation of the Transferred C Businesses, or the ownership of the Purchased C Assets (including those Purchased C Assets included among the Subsequent Closing Assets and Liabilities) or the use of the Business Applications or Third Party Technology Services, solely to the extent arising after the effective time of the Initial Closing; (iv) those Liabilities relating to Transferred C Employees to be assumed by Buyer pursuant to the applicable provisions of Article IV; and (v) except as otherwise expressly provided in Article III, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective termsthis Agreement, all Liabilities arising out of or relating to the operation of the Transferred C Businesses or the business of the OIB Division by the Buyer and its Affiliates following the Initial Closing Date. (regardless b) All Liabilities of when Sellers or where such Benefit the Transferred C Businesses or relating to the Purchased C Assets other than the Assumed C Liabilities arose or arise or were or (the "Excluded C Liabilities") are incurred): expressly not assumed by Buyer pursuant to this Agreement. Excluded C Liabilities shall include (but shall not be limited to): (i) all Benefit Liabilities that are attributable to the 300 Madison Lease (except as contemplated by the Service Agreement), any Excluded C Asset or the Retained C Businesses; (ii) other than as contemplated by Section 2.04(a)(i) and subject to Section 2.05, all Liabilities relating to Huttig Individualsthe Purchased C Assets, the Transferred C Businesses and their respective dependents and beneficiaries, in each case relating to, the Assigned C Contracts (other than the Engagement Contracts) to the extent arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualsany event, and their respective dependents and beneficiaries, circumstance or condition occurring or existing prior to the extent relating toInitial Closing Date; (iii) other than as contemplated by Section 2.04(a)(i) and subject to Section 2.05, all Liabilities arising out of or resulting from futurerelating to (A) any Legal Proceeding pending or threatened prior to or as of, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, to the extent arising out of or resulting from relating to any other event, conduct, omission, circumstance or condition occurring or existing prior to or as of the Initial Closing Date or (B) any actual or alleged employment relationship with Huttig violation of Law to the extent arising prior to or a Huttig Entity; existing prior to or as of the Initial Closing Date; (iv) any Retained Employee Liability; (v) all Benefit Liabilities relating to, arising out of or resulting from relating to the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete operation or partial withdrawal maintenance of any Crane Entity from a "multiemployer employment or benefit plan" within , program or agreement or arrangement provided by Sellers or any related entity; (vi) except as expressly provided elsewhere in this Agreement (A) all Taxes of Sellers or any of their Affiliates or for any period; (B) all Taxes of Sellers or any of their Affiliates attributable to the meaning Excluded C Assets or Excluded C Liabilities for any period; (C) Taxes attributable to the Purchased C Assets or the Transferred C Businesses relating to any period or any portion of ERISA any period ending on or prior to the Initial Closing Date; (D) Taxes attributable to the Purchased C Assets described in Section 4021 which occurs solely as a result of the Distribution5.13(h); and (vE) all other Benefit Transfer Taxes for which Seller or any of its Affiliates are liable; (vii) all Liabilities relating to, set forth on Schedule 2.04(b); (viii) all Liabilities arising out of or resulting from obligations, liabilities relating to (x) Engagements other than Assigned Engagements and responsibilities expressly assumed (y) Completed Assigned Engagements in respect of which the Company or retained by Huttig, a Huttig Entity, or a Huttig Plan any of its Affiliates is entitled pursuant to this Agreement to receive Retained Fee Income following the Initial Closing Date (collectively, the "Excluded Engagement Liabilities"); and (ix) without limiting any other provisions hereof and except as otherwise provided in the Warehouse Facility Agreement, (A) any all credit losses and any other Liabilities relating to or arising out of any extensions of credit, or commitments or engagement to extend or arrange credit, by Sellers and their Affiliates in their capacity as lenders under loan agreements or associated agreements (including without limitation liability in respect of information provided, ERISA, environmental matters, additional costs and expenses relating to capital, and Tax matters), and (B) any Liabilities relating to or arising out of the lending or loan administration activities of Sellers and their Affiliates, including any lender liability claims. (c) Notwithstanding any other provisions hereof, subject to Section 2.06, each Seller hereby agrees, joint and severally, to pay, perform and discharge when due, any and all of the Excluded C Liabilities. For the avoidance of doubt, Sellers shall retain and have the sole right to initiate, defend, conduct, settle and compromise any Legal Proceedings in relation to the Retained C Businesses, the Excluded C Liabilities or the Excluded C Assets.

Assumption of Liabilities. Except On the terms and subject to the conditions of this Agreement, including Section 2.6, and except for the Excluded Liabilities set forth in Section 2.4 and as otherwise provided in Section 6.8, Section 6.10 or Article VIII, Purchaser agrees, effective at the Closing, to assume and shall agree to pay, perform and discharge when due, all Liabilities (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof) (collectively, the “Assumed Liabilities”) of (a) the Conveyed Entities and (b) Seller and/or its Subsidiaries arising out of the operation or conduct of the Terminal Operations (including Liabilities in respect of which Seller has an undivided fifty percent (50%) interest as tenant-in-common by virtue of its ownership of the Syracuse Interest) including, but not limited to, the following: (i) all Liabilities with respect to the Purchased Assets (including all (x) ongoing operational, compliance and maintenance Liabilities under the Port Reading Consent Decree, as it may be amended or modified and (y) ongoing operational, compliance, construction, acquisition and maintenance Liabilities associated with doming of tanks and secondary containment impermeability upgrades at Terminals in New Jersey), other than ORVR Upgrade Liabilities and Taxes for which Seller is responsible pursuant to Section 6.10 and/or Section 8.2(d); (ii) all Liabilities relating to Affected Employees, arising on or after the Closing Date, except as otherwise expressly provided in Article III, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans)Section 6.8; (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); and (iii) all Benefit Liabilities of Seller or any of its Subsidiaries under the Permitted Liens relating to, arising out of or resulting from any to the Terminal Operations (other actual or alleged employment relationship with Huttig or a Huttig Entity; than Liens described in clause (ivb) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out definition of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreement“Permitted Liens”).

Assumption of Liabilities. Except as otherwise expressly provided in Article IIISubject to the terms and conditions of this Agreement, Huttig hereby assumes on the Closing Date, Buyer shall assume and agrees agree to pay, perform, fulfill perform and discharge, in accordance with their respective terms, all discharge when due only the following liabilities and obligations of the following Seller (regardless the "Assumed Liabilities") and no others: (a) liabilities and obligations of when or where such Benefit Liabilities arose or arise or were or are incurred): the Seller in respect of (i) all Benefit Liabilities to or relating to Huttig Individualsaccounts payable and accrued expenses, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, accrued salaries and their respective dependents payroll taxes for the then current payroll period and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating tocapitalized lease obligations arising under the Assumed Contracts which, arising out pursuant to generally accepted accounting principles applied consistently with the preparation of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; the 1997 Financial Statements (ivas defined in Section 2.1(f) all Benefit Liabilities relating tohereof), arising out would be required to be, and are, set forth in the Interim Balance Sheet (as defined in Section 2.1(f) hereof) and liabilities of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal type described in clauses (i) and (ii) above incurred by the Seller since September 30, 1998 for goods and services received by the Business in the ordinary course (exclusive of any Crane Entity from a "multiemployer plan" within the meaning such liabilities in respect of ERISA Section 4021 which occurs solely as a result personal expenses of the Distribution; stockholders of the Company since the date thereof) to the extent, and only to the extent, reflected on the Buyer's Closing Date Statement (as defined in Section 1.7(a) hereto) provided, however, that, notwithstanding the foregoing, in no event shall (A) the sum of (i), (ii) and (viii) all other Benefit Liabilities relating toabove exceed, arising out in the aggregate, the sum of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan [******] PLUS any Adjustment Amount payable pursuant to this AgreementSection 1.7(c)(ii) hereof and (B) the sum of (i) and (ii) above exceed the sum of the amount of Seller's accounts receivable as of the Closing Date which are good and collectible within ninety (90) days of the Closing Date (the "Good Closing Receivables") as set forth in Buyer's Closing Date Statement (as defined in Section 1.7(a) hereof) PLUS any Adjustment Amount payable pursuant to Section 1.7(c)(iii) hereof; and (b) obligations of the Seller for performance after the Closing Date under the Assumed Contracts.

Assumption of Liabilities. Except (a) At the Closing, and effective as otherwise expressly provided in Article IIIof the close of business on the Closing Date, Huttig hereby assumes Buyer shall assume and agrees to thereafter pay, perform, fulfill perform and discharge, in accordance with their respective terms, all of discharge when due and payable only the following obligations, liabilities and commitments of 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 (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, but excluding any Retained Liabilities, the “Assumed Liabilities”): (i) all Benefit Liabilities obligations, liabilities and commitments of Seller and its Affiliates under the Transferred Contracts and Permits to or the extent relating to Huttig Individualsperformance thereof from or after the Closing (other than obligations, liabilities and their respective dependents commitments of Seller and beneficiaries, in each case relating to, arising out of or resulting from employment its Affiliates to the extent attributable to any failure by Crane, a Crane Entity, Huttig or a Huttig Entity before Seller and its Affiliates to comply with the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plansterms thereof prior to the Closing); ; (ii) all other Benefit Liabilities to or relating to Huttig Individualsobligations, liabilities and their respective dependents commitments in respect of claims for refunds, allowances, exchanges, returns and beneficiaries, warranty claims with respect to the extent relating toBusiness, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); not to exceed $100,000 in the aggregate for all such items not reflected on Closing Working Capital; (iii) all Benefit Liabilities relating toobligations, arising out of liabilities and commitments assumed by Buyer or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; its Affiliate pursuant to Article VI hereof; (iv) all Benefit Liabilities relating toliabilities (including accounts payable, arising out deferred revenue and accrued liabilities) to the extent set forth on the Closing Date Statement, including, without duplication, the obligation of Seller or resulting its Affiliates to provide from time to time at the imposition request of withdrawal liability under Subtitle E CenterWatch, a division of Title IV Seller, at no charge, the amount of ERISA advertising space in magazines included in the Business (as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within chosen by CenterWatch) owed to CenterWatch at Closing (which amount shall not exceed $307,000 at rate card prices) (the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution“CenterWatch Liabilities”); and and (v) all other Benefit obligations, liabilities, costs, expenses and commitments set forth on Schedule 1.04. (b) Notwithstanding the foregoing or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and shall not assume, nor be obligated to pay, perform or discharge, any other obligations, liabilities or commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise (“Liabilities”) and whether due or to become due, of Seller or any Affiliate of Seller. All such other Liabilities shall be retained by and remain Liabilities of Seller and its Affiliates (all such Liabilities not being assumed by Buyer being herein referred to as the “Retained Liabilities”). Notwithstanding any provision in the Agreement or any other writing to the contrary, Retained Liabilities shall include (in each case to the extent not included in Closing Working Capital): (i) all Taxes imposed upon Seller or any present or former Affiliate of Seller; (ii) all Liabilities arising from any action, suit or proceeding relating to, to or arising out of the Business or resulting from obligationsthe Transferred Assets that is pending on the Closing Date against Seller or any of its Affiliates before any Federal, liabilities state or local court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”), including all matters listed on Schedule 3.09; (iii) all Liabilities arising in connection with or in any way relating to Seller or any of its Affiliates (or any predecessor of Seller or any of its Affiliates) or any property now or previously owned, leased or operated by Seller or the Business (as currently or previously conducted), in each case, (A) which arise under any Environmental Law and responsibilities expressly assumed (B) to the extent related to actions occurring or retained by Huttigconditions existing on or prior to the Closing Date (including any matter disclosed or required to be disclosed in Schedule 3.14); (iv) except as provided in Article VI, a Huttig Entityall Liabilities of Seller or any of its Affiliates arising under any employee benefit plan of Seller, including the Thomson Holdings Inc. Group Pension Plan, any retiree medical plan and any deferred compensation plan; (v) all Liabilities of Seller or a Huttig Plan pursuant any of its Affiliates to this Agreementthe extent relating to or arising out of the Excluded Assets; and (vi) all Liabilities of Seller to any of its Affiliates, other than (a) the CenterWatch Liabilities and (b) Liabilities under the Transferred Contracts.

Assumption of Liabilities. Except Upon the terms and subject to the conditions set forth in this Agreement, effective as otherwise expressly provided in Article IIIof the Closing, Huttig hereby assumes neither Seller nor any of its Subsidiaries (excluding for the avoidance of doubt the Transferred Entities and agrees to the JV Entities) shall have any Liability or obligation with respect to, and Buyer or the applicable Buyer Designee shall assume and thereafter satisfy, pay, performperform and discharge when due, fulfill all Liabilities and dischargeobligations of Seller or any of its Subsidiaries, whether relating to periods prior to, on, or after the Closing, to the extent (A) primarily related to, or primarily resulting or arising from, the Transferred Assets, the Transferred Entities, the JV Entities, the Transferred Interests or the JV Interests, (B) primarily related to, or resulting or arising from, the past, present or future operation of the Business, or (C) described in Section 2.05(a) through Section 2.05(k) (it being acknowledged and agreed that Buyer shall indirectly assume the Liabilities and obligations of each Transferred Entity and JV Entity by virtue of its acquisition of the Transferred Interests and JV Interests) (collectively such Liabilities but excluding the Retained Liabilities, the “Assumed Liabilities”). For the avoidance of doubt, the Assumed Liabilities shall not in any event include any of the Retained Liabilities and shall expressly include: (a) all obligations and Liabilities under the Acquired Contracts; (b) all accounts payable and other accrued expenses of the Business included as a current liability in the Final Net Working Capital or arising after the Closing; (c) intercompany Liabilities solely between or among Transferred Entities and/or JV Entities; (d) with respect to the Transferred Employees, all obligations and Liabilities that are required to be assumed by Buyer or its Subsidiaries (including, following the Closing, the Transferred Entities or the JV Entities) pursuant to ARTICLE VII; (e) any obligations or Liabilities, in accordance with their respective termsrespect of claims, all of the following (regardless of when warranties, guarantees or where such Benefit Liabilities arose Actions, whether or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiariesnot presently asserted, in each case relating to, to the extent primarily arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualsthe Business; (f) any deductible, self-insurance retention, captive insurance program arrangement, obligation under a fronting policy or any other actual out of pocket costs and their respective dependents and beneficiariesexpenses incurred in respect of the Transferred Coverage as set forth in Section 5.12; (g) any obligations or Liabilities arising under Environmental Law of the Transferred Entities or the JV Entities, or relating to the ownership, operation, use, possession, or condition of the Transferred Assets, or otherwise primarily relating to the Business, whether occurring or existing prior to, on or after the Closing; (h) [intentionally left blank]; (i) any obligations or Liabilities, whether in contract, tort, strict liability or under any other theory, to the extent relating to, arising out of from products primarily sold or resulting from future, present or former employment with Huttig or a Huttig Entity services primarily rendered by the Business; (including Benefit j) all obligations and Liabilities under Crane Plans the Acquired Employee Contracts; and (k) the obligations and Huttig Plans); (iiiLiabilities set forth in Section 2.05(k) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementSeller Disclosure Schedules.

Assumption of Liabilities. Except Effective as otherwise expressly provided in Article IIIof the date hereof, Huttig hereby assumes the TWI Assignee will absolutely and agrees irrevocably assume and agree to paybe liable and responsible to pay when due, perform, fulfill perform and discharge, all the TWI Assumed Liabilities (except to the extent such TWI Assumed Liabilities are Liabilities of a TWI Transferred Subsidiary, in which case such TWI Transferred Subsidiary shall retain such TWI Assumed Liabilities), in accordance with their respective terms, as separately evidenced by a Bxxx of Sale and Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A. The TWI Assignee shall be responsible for all TWI Assumed Liabilities (except to the extent such TWI Assumed Liabilities are Liabilities of the following (a TWI Transferred Subsidiary, in which case such TWI Transferred Subsidiary shall be responsible for such TWI Assumed Liabilities), regardless of when or where such Benefit TWI Assumed Liabilities arose or arise arise, or were whether the facts on which they are based occurred prior to, on or subsequent to the date hereof, regardless of where or against whom such Liabilities are incurred): (i) all Benefit Liabilities asserted or determined or whether asserted or determined prior to or relating to Huttig Individualsthe date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation or any other cause by a Member of any Group or any of their respective dependents Subsidiaries, directors, officers, employees or agents or Affiliates. The TWI Assignee hereby agrees (and beneficiaries, shall cause each TWI Transferred Subsidiary) to be bound by all obligations of the TWI Partners in each case relating to, arising out accordance with Section 8.4(h)(v) of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig IndividualsPartnership Agreement, and the TWI Partners agree to be jointly and severally liable with the TWI Assignee and each TWI Transferred Subsidiary for their respective dependents and beneficiaries, to obligations under the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Dissolution Documents. The TWI Assumed Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from shall not include the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementTWI Excluded Taxes.

Assumption of Liabilities. Except as otherwise expressly provided (a) On the terms and subject to the conditions, including Sections 1.2, 2.8 and 6.2, set forth in Article IIIthis Agreement, Huttig hereby assumes on the Closing Date, the debts, liabilities and obligations of each Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, performperform and discharge all such debts, fulfill liabilities and dischargeobligations when due: (i) All obligations arising on or after the Closing Date under the Lake Charxxx Xxxse, the Contributed Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent that such obligation arises out of a violation of such Lake Charxxx Xxxse, Contributed Contract or Lease prior to the Closing Date; (ii) All obligations under purchase orders accepted by a 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) Trade Accounts Payable; (iv) All obligations and liabilities, of every kind and nature, without limitation, arising out of, in accordance connection with their respective termsor related to the ownership, all operation or use on or after the Closing Date of the following Assets or the Contributed Business; (v) Seven Year PCCL Claims to the extent the aggregate thereof borne by the Partnership 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 or where such Benefit Liabilities arose or arise or were or are incurred): manufactured; (ix) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig PlansThe long-term liabilities set forth on Schedule 2.5(a)(x); and (iixi) all Any other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, Liability specifically assumed by the Partnership pursuant to the extent relating to, arising out terms of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, this Agreement. The liabilities and responsibilities expressly obligations assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the Partnership shall deliver to each Asset Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Partnership Assumption Agreement").

Assumption of Liabilities. Except as otherwise expressly provided in Article IIISubject to the terms and conditions of this Agreement, Huttig Pechiney Plastics hereby assumes and agrees to pay, performfulfill, fulfill perform or otherwise discharge when due any and discharge, in accordance with their respective terms, all of the following debts, liabilities and obligations of ANC (regardless of when whether fixed or where such Benefit Liabilities arose contingent, matured or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating tounmatured, arising out of by law or resulting from employment by Cranecontract or otherwise, a Crane Entity, Huttig on or a Huttig Entity before prior to the Distribution Date date hereof or hereafter) (including Benefit Liabilities under Crane Plans and Huttig Plans); (iithe "Assumed Liabilities") all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to the Business or the Contributed Assets, other than the liabilities set forth in Section 3.02 below. The Assumed Liabilities include, without limitation: (a) any and all liabilities in respect of Environmental Claims relating to or arising out of the Business or the Contributed Assets; (b) obligations and liabilities in respect of employee and employee benefits matters to the extent set forth in Article VIII; (c) any and all liabilities in respect of any pending or threatened litigation, claims, suits, actions, investigations, indictments, or proceedings to which ANC is or may become a party or any of the Contributed Assets is or may become subject (other than those relating to, or arising out of, the patent infringement litigation, claims and proceedings involving the Viskase Corporation and ANC, in respect of which Pechiney Plastics has agreed to indemnify ANC under Section 11.02(iii) of this Agreement), arising out of of, or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out the conduct of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; the Business, including, without limitation, the litigations set forth in Schedule 3.01(c); (ivd) all Benefit liabilities and obligations relating to the Contributed Real Property; (e) all letters of credit, guarantees or other financial accommodations which support any Assumed Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result Contributed Assets; and (f) all liabilities of the Distribution; general type reflected in the December 31, 1998 Pro-Forma Balance Sheet set forth in Schedule 3.01(f), recognizing that such Balance Sheet is only illustrative of the liabilities of the Business that may exist as of the date of this Agreement and (v) further recognizing that it does not necessarily reflect all other Benefit Liabilities contingent liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementthe Business.

Assumption of Liabilities. Except as otherwise expressly provided (a) At the Closing, pursuant to one or more written agreements in Article IIIa form reasonably satisfactory to the parties, Huttig hereby assumes the Buyer will assume and agrees agree to pay, perform, fulfill perform and discharge, in accordance with their respective termsand to indemnify Seller against and hold it harmless from, all obligations and liabilities of Seller (whether imposed by contract, by operation of law, or otherwise) primarily relating to the Assets or the Business of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, which arise, accrue or are incurred on and after the Closing Date related primarily to or based upon the past, present or future Business or operation of the following Assets or the Business as heretofore, currently or hereafter conducted (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): "Assumed Liabilities"), including without limitation: (i) all Benefit Liabilities to liabilities and obligations of Seller under the Contracts, Permits or relating to Huttig Individuals, and their respective dependents and beneficiaries, Leases included in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans)Assets; (ii) all other Benefit Liabilities to or relating to Huttig Individuals, accounts payable and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans)accrued liabilities; (iii) all Benefit Liabilities relating to, arising out liabilities shown on the books and records of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entitythe Business as of the Closing Date; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA obligations associated with open purchase orders on and as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the DistributionClosing Date, (v) the obligations with respect to the Transferred Employees in accordance with Article 7 of this Agreement; (vi) the obligations of Seller pursuant to that certain Asset Purchase Agreement dated as of February 11, 1996 by and among Xxxxxx Eyecare Corporation, BEC Group, Inc. and Optical Radiation Corporation (as Sellers) and Monsanto Company (as Buyer) (the "ORC Agreement"); (vii) all obligations and liabilities of Seller with respect to Environmental Claims (as defined below); and (vviii) all other Benefit the obligations or liabilities set forth on Schedule 2.3(a). (b) Notwithstanding the foregoing, the Assumed Liabilities relating toshall not include, arising out and Buyer shall not assume or become liable for, the obligations and liabilities of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementSeller set forth on Schedule 2.3(b) (the "Excluded Liabilities").

Assumption of Liabilities. Except On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as otherwise expressly provided in Article IIIof the Closing, Huttig hereby assumes and agrees to pay, perform, fulfill shall timely perform and discharge, discharge in accordance with their respective terms, all the following Liabilities of the following Sellers existing as of the Closing Date (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Assumed Liabilities”): (ia) all Benefit Liabilities to or relating to Huttig Individualsof the Sellers under the Mineral Leases and the Purchased Contracts (excluding, and their respective dependents and beneficiariesfor the avoidance of doubt, in each case relating to, Legal Proceedings arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualssuch Contracts), together with all statutory Liabilities relating to the Mineral Leases, including plugging and their respective dependents and beneficiariesabandonment obligations; (b) any Cure Costs that Purchaser is required to pay pursuant to Section 2.6(c); (c) any Transfer Taxes; (d) the Assumed Accounts Payable; (e) the DIP Obligations, to the extent relating to, arising out such obligations are not included in the Credit Bid Amount; (f) sponsorship of or resulting from future, present or former employment with Huttig or a Huttig Entity (including the Transferred Benefit Liabilities under Crane Plans and Huttig Plansrelated trusts, insurance policies and third-party administrator contracts as provided in Section 8.11(f); provided, that certain Liabilities in respect of the Transferred Benefit Plans shall constitute Excluded Employee Liabilities; (iiig) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result obligations of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan Company to contribute capital to the Joint Venture pursuant to the terms of the JV Formation Documents; (h) the Sellers’ obligations under Section 7.7 of the Pre-Petition Senior Secured Indenture to pay compensation to the Trustee for services rendered thereunder, reimburse the Trustee for its and its Representatives’ reasonable fees and expenses and indemnify each of the Trustee and its agents, employees, shareholders, Affiliates (as defined in the Pre-Petition Senior Secured Indenture) and directors and officers, in each case, as set forth in and pursuant to Section 7.7 of the Pre-Petition Senior Secured Indenture (and notwithstanding anything to the contrary in this AgreementSection 2.3, including any such obligations relating to actions performed by the Trustee and its Representatives after the Closing Date in connection with the Pre-Petition Senior Secured Indenture on behalf of the First Lien Lenders); and (i) the Company’s obligations under the 1992 ISDA Master Agreement (and all Schedules, the Credit Support Annex, and Confirmations related thereto), by and between the Company and EDF Trading North America, LLC, dated as of March 20, 2012 (the “EDF Contract”), to the extent that the EDF Contract is terminated by EDF Trading North America, LLC or rejected by the Company on or prior to the Closing.

Assumption of Liabilities. Except as otherwise expressly provided (a) On the terms and subject to the conditions, including Section 6.2, set forth in Article IIIthis Agreement, Huttig hereby assumes on the Closing Date, the debts, liabilities and obligations of the Contributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Partnership agrees to pay, performperform and discharge all such debts, fulfill liabilities and dischargeobligations 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 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 [(A)] employee vacation [for Lyondell: and lag-week] accruals for employees that become Partnership Employees [for Millennium: and (B) the current portion of the deferred maintenance]; (iv) All obligations and liabilities, of every kind and nature, without limitation, arising out of, in accordance connection with their respective termsor related to the ownership, operation or use after the Closing Date of the Assets or the Contributed Business; (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) [For Millennium: Subject to Section 2.8(g), all of Liabilities associated with the following Assumed Plan] [for Lyondell: [Reserved]]; (ix) All Liabilities associated with products sold after the Closing Date regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): manufactured; (ix) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig PlansThe long-term liabilities set forth on Schedule 2.5(a)(x); and (iixi) all Any other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, Liability specifically assumed by the Partnership pursuant to the extent relating to, arising out terms of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, this Agreement. The liabilities and responsibilities expressly obligations assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan the Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the Partnership shall deliver to the Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIUpon the terms and subject to the conditions of this Agreement, Huttig hereby assumes and agrees Buyers agree, OI's obligations being limited to pay, perform, fulfill and discharge, in accordance with their respective terms, all the assumption of the liabilities listed on Appendix B hereto (the "OI Assumed Liabilities"), effective at the time of Closing, to assume the following liabilities (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): the "Assumed Liabilities"): (i) all Benefit Liabilities liabilities of the types set forth on the Reference Balance Sheet to the extent (except as otherwise provided herein) included or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before reflected on the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); Closing Balance Sheet; (ii) all liabilities and obligations of Seller arising from and after the Closing Date under all Included Contracts (other Benefit Liabilities than liabilities or obligations attributable to or relating any failure by Seller to Huttig Individuals, and their respective dependents and beneficiaries, to comply with the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plansterms thereof); ; (iii) all Benefit Liabilities relating toliabilities and obligations under the Anchor Glass Container Corporation Executive/Key Employee Retention Plan as such Plan is in effect on the date hereof (other than liabilities and obligations arising under such Plan prior to the Closing, arising out which shall remain liabilities and obligations of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; Seller); (iv) all liabilities under Seller Defined Benefit Liabilities relating to, Plans (but excluding any and all liabilities for excise tax or related taxes or penalties to the Internal Revenue Service arising out of or resulting from the imposition failure of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within Seller to contribute to Seller Defined Benefit Plans) and all liabilities to the meaning of ERISA Section 4021 PBGC in connection with Seller Defined Benefit Plans, which occurs solely as a result of liabilities shall be paid by the Distribution; applicable Buyer in full on the Closing Date to the extent due and owing on the Closing Date; (v) all other Benefit Liabilities environmental liabilities relating to, to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) claim, action, suit, investigation, proceeding or resulting from obligationsjudgment relating to property disposed of by Seller or any of its subsidiaries prior to the Closing Date or (ii) asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Closing Date); (vi) trade payables of Seller which have arisen after the filing of the Petition and which are in existence on the Closing Date; (vii) accrued expenses relating to workers' compensation claims; (viii) all liabilities and responsibilities expressly assumed obligations of Seller arising under, related to or retained in connection with the Headquarters Lease; and (ix) all liabilities and expenses in the aggregate relating to insurance claims arising out of workers' compensation, general liability, products liability, and automobile liability policies issued to Seller by HuttigThe Travelers Indemnity Company and its Affiliates including The Aetna Casualty and Surety Company (or any predecessor) for periods prior to January 1, a Huttig Entity1997; provided, or a Huttig Plan pursuant to this Agreementhowever, that the amount of all such liabilities and expenses in the aggregate shall not exceed the sum of all amounts shown on the Reference Balance Sheet for all such insurance liabilities and expenses.

Assumption of Liabilities. Except In connection with the transactions contemplated by Section 2.1, and except as set forth in Section 2.4, Neenah shall, and shall cause the Neenah Parties to assume, on a joint and several basis with Neenah, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of Xxxxxxxx- Xxxxx or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, whether due or to become due, including: (a) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Neenah Business from the date of the Balance Sheet through the Distribution Date; (b) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries under or related to the Real Estate Leases, the Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Neenah Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries in connection with claims of past or current employees of the Neenah Business, except as otherwise expressly provided in Article IIIthis Agreement or the Employee Matters Agreement; (d) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries related to any and all Actions asserting a violation of any law, Huttig hereby assumes rule or regulation arising out of the operations of the Neenah Business or the ownership or use of the Transferred Assets, whether before or after the Distribution Date and agrees all Liabilities relating to pay, perform, fulfill and discharge, Assumed Actions; (e) all Liabilities for which Neenah is liable in accordance with their respective terms, all the terms of the following Tax Sharing Agreement; (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (if) all Benefit Liabilities to or relating to Huttig Individuals, of Neenah Michigan; and (g) all other Liabilities of Xxxxxxxx-Xxxxx and their respective dependents and beneficiaries, in each case relating to, its Subsidiaries arising out of the ownership or resulting use of the Transferred Assets or the operation of the Neenah Business, whether existing on the date hereof or arising at any time or from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before time to time after the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualsdate hereof, and their respective dependents whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and beneficiaries, whether or not reflected on the books and records of Xxxxxxxx-Xxxxx and its Subsidiaries or Neenah and its Subsidiaries or the Balance Sheet. The Liabilities described in this Section 2.3 are referred to in this Agreement collectively as the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreement“Assumed Liabilities.”

Assumption of Liabilities. At the Closing: (a) AMFM STATION. AMFM shall assign to Bison all of its rights and privileges under all Time Sales Agreements, Trade Agreements and Miscellaneous Agreements relating to the AMFM Station and under the Contracts listed on Schedule 4.14 of the AMFM Disclosure Schedules (but excluding any Contract identified as a AMFM Excluded Asset) (collectively, the "AMFM Contracts"), and Bison shall assume and undertake to pay, discharge and perform all of AMFM's obligations and liabilities under the AMFM Contracts insofar as they relate to the time on and after the Closing Date and arise out of events which occur after the Closing Date. Except as otherwise expressly provided in Article IIIthis Agreement, Huttig hereby assumes and agrees Bison shall not assume or become obligated to payperform any debt, performliability or obligation of AMFM whatsoever, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): including but not limited to (i) all Benefit Liabilities to any obligations or liabilities under any Contract other than the AMFM Contracts, (ii) any obligations or liabilities under the AMFM Contracts relating to Huttig Individualsthe period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the AMFM Station prior to the Closing Date, (iv) any insurance policies of AMFM, (v) any obligations or liabilities of AMFM arising under capitalized leases or other financing agreements except as set forth on Schedule 4.14 of the AMFM Disclosure Schedules, (vi) any obligations or liabilities of AMFM under any employee pension, retirement, health and their respective dependents and beneficiarieswelfare or other benefit plans or collective bargaining agreements, in each case (vii) any obligation to any employee of the AMFM Station for severance benefits, vacation time, or sick leave, (viii) any liability for any taxes attributable to the KSKY Assets or the operations of the AMFM Station on or prior to the Closing Date, (ix) any obligations or liabilities relating toto the AMFM Excluded Assets, or (x) any obligations or liabilities (A) arising out of or resulting from employment by Cranerelated to activities, a Crane Entityevents or transactions occurring, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to conditions existing, on or relating to Huttig Individuals, and their respective dependents and beneficiaries, prior to the extent relating toClosing Date, or (B) caused by, arising out of or resulting from futureof, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual action or alleged employment relationship with Huttig omission of AMFM on or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out prior to the Closing Date. All such obligations and liabilities shall remain and be the obligations and liabilities solely of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementAMFM.

Assumption of Liabilities. Except At and as otherwise expressly provided in Article IIIof each applicable Effective Time, Huttig hereby assumes the Purchaser shall assume and agrees agree to pay, perform, fulfill discharge and discharge, satisfy when due in accordance with their respective terms, all terms the following Liabilities (the “Assumed Liabilities”): (a) the Liabilities described on Schedule 2.3(a); (b) the Liabilities and commitments of the following (regardless of when Seller or where such Benefit Liabilities arose or arise or were or are incurred): any Seller Party (i) under all Benefit Liabilities to or relating to Huttig IndividualsAssigned Contracts, the Real Property Leases and their respective dependents the Tenant Leases assigned at such Effective Time and beneficiaries(ii) in connection with the Purchased Assets and the operation of the Business at the Transferred Facility, in each case relating to, with respect to foregoing clauses (b) and (b) arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before on and after the Distribution Date applicable Effective Time; (including Benefit Liabilities under Crane Plans and Huttig Plans); (iic) all Liabilities of the Seller or any Seller Party under the terms and conditions of the Assigned Licenses arising with respect to the period on and after the applicable Effective Time; (d) all obligations under the collective bargaining agreements listed on Schedule 4.11(b) of the Disclosure Schedules related to the period on and after the applicable Effective Time and all other Benefit Liabilities assumed by the Purchaser pursuant to the provisions of Section 6.6 and Section 6.7; (e) any Taxes with respect to the operation of the Business at the Transferred Facility for any periods (or relating to Huttig Individualsportions thereof) beginning on and after the applicable Effective Time and, and their respective dependents and beneficiariesin accordance with Section 6.2(d), one-half of all Transfer Taxes; and (f) to the extent relating toincluded in Working Capital, arising out all Accounts Payable and all accrued expenses related exclusively to the operation of or resulting from future, present or former employment with Huttig or a Huttig Entity the Business at the Transferred Facility (including Benefit Liabilities under Crane Plans all accrued wages, accrued bonuses, vacation and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from paid time off entitlement for the Purchaser Employees and any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant accrued amounts payable to this AgreementPurchaser Employees).

Assumption of Liabilities. (a) Except as otherwise expressly provided in Article IIIset forth below, Huttig upon the terms and subject to the conditions of this Agreement, Purchaser hereby assumes agrees to assume, from and after the Effective Time, and agrees at all times thereafter to be responsible for, pay, perform, fulfill perform and discharge, in accordance with their respective terms, all of discharge when due only the following liabilities, obligations and commitments, whether contingent or otherwise (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): collectively, the “Assumed Liabilities”): (i) all Benefit Liabilities obligations and liabilities arising out of consumer warranties, diamond bonds, trade-in obligations, store credits, merchandise returns and jewelry care plans; (ii) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of all Contracts, excluding liabilities occurring or relating to Huttig Individualsthe period prior to the Effective Time or resulting from any breach arising out of the assignment of such Contracts; (iii) Sellers’ liabilities and obligations for capital expenditures and other costs to be paid after the Effective Time and made consistent with Section 5.1 hereof for the acquisition, renovation or repair of fixed or capital assets of the Business that are also Acquired Assets; (iv) to the extent provided in Article VI, all obligations and liabilities arising out of, relating to or otherwise in any way in respect of any Transferring Employee with respect to periods from and after the Effective Time, but excluding any liabilities or obligations that are Excluded Liabilities as provided in Section 1.2(b)(vi); (v) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of Taxes attributable to the Business and the Acquired Assets for all taxable periods from and after the Effective Time; (vi) all obligations and liabilities arising out of, relating to or otherwise in any respect of Permitted Liens, but only to the extent that any such Permitted Lien relates to an Assumed Liability under Section 1.3(a)(ii) or Section 1.3(a)(iii) hereof; and (vii) all obligations and liabilities identified on Schedule 1.3(a)(vii). Except as expressly provided in this Agreement or in the Ancillary Documents, Purchaser shall not assume or be liable, nor be deemed to have assumed or be liable for, any liability or obligation of the Sellers or Parent of any nature whatsoever. (b) Purchaser will not assume any liabilities of Sellers or Parent or any of their respective dependents affiliates other than the Assumed Liabilities (all such liabilities that are not being assumed by Purchaser, the “Excluded Liabilities”), including, but not limited to, the following liabilities: (i) except as otherwise specifically provided in Section 1.3(a), any obligations or liabilities of Sellers or any of their affiliates to the extent arising out of, relating to or otherwise in any way in respect of the Excluded Assets; (ii) all obligations and beneficiariesliabilities arising out of, relating to or otherwise in any way in respect of the merchandise sold on or prior to the Effective Time, except for consumer warranties, diamond bonds, trade-in obligations, store credits, merchandise returns and jewelry care plans assumed pursuant to Section 1.3(a)(i); (iii) all accounts payable and accrued expenses and liabilities (except for the portion of such expenses or liabilities that are subject to proration as provided in Section 5.11) owed by Sellers or Parent in connection with the Business occurring or relating to the period prior to the Effective Time or resulting from the transactions contemplated by this Agreement; (iv) any obligations or liabilities of Sellers or any of their affiliates arising out of, relating to or otherwise in any way in respect of any Intercompany Accounts; (v) any obligations or liabilities of Sellers or any of their affiliates arising out of, relating to or otherwise in any way in respect of this Agreement or the Ancillary Documents; (vi) any obligations or liabilities arising out of, relating to, or otherwise in any way in respect of employment by Sellers of any employee or former employee prior to the Effective Time, any incident or event occurring during the term of employment by Sellers of any employee or former employee, or any injury suffered or illness contracted or any exposure to any substance or condition by any such employee or former employee while so employed by Sellers or Parent at or prior to the Effective Time, in each case whether or not such employee or former employee is later employed by Purchaser; (vii) any obligations or liabilities arising out of, relating toto or otherwise in any way in respect of any Employee Benefit Plans or any other “employee benefit plan” (as defined in Section 3(3) of ERISA) sponsored, maintained or contributed by (or with respect to which any obligation to contribute has been undertaken) any of the Sellers, Parent or any ERISA Affiliate; (viii) all obligations and liabilities arising out of Contracts occurring or relating to the period prior to the Effective Time or resulting from employment the transactions contemplated by Cranethis Agreement (excluding any liabilities relating to rent increase provisions set forth in the Leases); (A) any Tax liabilities of Sellers and (B) any liabilities for Taxes related to the Business or the Acquired Assets related to the Pre-Closing Tax Periods. For the avoidance of doubt, the parties acknowledge that the Tax liabilities related to the Business or the Acquired Assets related to the Post-Closing Periods are not Excluded Liabilities and further, for the avoidance of doubt, the liability for Transfer Taxes incurred as a Crane Entityconsequence of the transactions contemplated by the Agreement is governed by Section 5.10(b); (x) any liability or obligation arising out of any cause of action or judicial or administrative action, Huttig suit, proceeding, investigation or any other liability relating to any event occurring, or facts, circumstances or conditions existing prior to the Effective Time (whether known or unknown and whether asserted before or after the Closing Date), including any currently pending causes of action or judicial or administrative actions, suits, proceedings or investigations (including those listed on Schedules 3.7 and 3.18), regardless of whether such obligation or liability would constitute a breach of a representation or warranty of Parent or Sellers set forth in this Agreement or any Ancillary Document; and (xi) all other liabilities or obligations of Parent or Sellers not acquired or assumed by Purchaser pursuant to this Agreement, whether or not pertaining to the Business. (c) Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 5.4, this Agreement shall not operate to assign any Acquired Asset or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any Governmental Entity or any other Person, would constitute a breach, default or other contravention or a Huttig Entity before violation of applicable law. Sellers and Purchaser shall each use commercially reasonable efforts to obtain the Distribution Date consent of such Persons for the assignment thereof to Purchaser prior to the Closing (including Benefit it being understood that the failure to obtain such consents shall not relieve any party from its obligation to consummate the Closing of the transactions contemplated by this Agreement except to the extent provided in Section 8.1) and otherwise shall comply with the provisions of Section 5.4. (d) Notwithstanding that Excluded Liabilities under Crane Plans include (i) all gift cards issued prior to the Effective Time to the extent not redeemed by the Effective Time (“Previously Issued Gift Cards”) and Huttig Plans); (ii) all other Benefit Liabilities layaways as of the Effective Time (“Previously Issued Layaways”), Purchaser agrees to or relating to Huttig Individualshonor, and their respective dependents and beneficiaries, subject to the extent relating toterms and provisions of Section 5.20 hereof, arising out of such Previously Issued Gift Cards and fulfill all Previously Issued Layaways following the Effective Time. Purchaser’s performance with respect to such Previously Issued Gift Cards and Previously Issued Layaways after the Closing shall not be deemed an assignment or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result transfer to Purchaser of the Distribution; obligations and (v) liabilities of Sellers thereunder. The parties acknowledge that Sellers have collected all other Benefit Liabilities relating tocash with respect to the Previously Issued Gift Cards and Previously Issued Layaways and any obligations pertaining to compliance with laws with respect thereto, arising out including the laws of escheat, shall remain the obligation of Sellers or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementtheir affiliates.

Assumption of Liabilities. Except as otherwise expressly provided in Article III(a) Upon the terms and subject to the conditions set forth herein, Huttig hereby assumes at the Closing Buyer shall assume from Seller (and agrees to thereafter pay, perform, fulfill and discharge, discharge or otherwise satisfy in accordance with their respective terms), all of and Seller shall irrevocably convey, transfer and assign to Buyer, only the following Liabilities of Seller (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): the "Assumed Liabilities"): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, of Seller reflected on the Closing Working Capital Statement finally determined in each case relating to, accordance with Section 1.6; (ii) Liabilities arising after the Closing under the Assigned Contracts (other than Liabilities arising out of or resulting from employment relating to any act or omission that occurred prior to the Closing); (iii) Liabilities of Seller arising after the Closing under any Assigned Contract included in the Assets that is entered into by Crane, a Crane Entity, Huttig or a Huttig Entity before Seller after the Distribution Date date hereof in accordance with the provisions of this Agreement (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit than Liabilities to the extent arising out of or relating to Huttig Individualsany act or omission that occurred prior to the Closing); (iv) Liabilities for pension Liability, Accrued Vacation, retiree medical, flexible spending accounts, sick leave, and their respective dependents and beneficiariespersonal time, to the extent relating toprovided in Section 6.2. (v) Warranty obligations and claims and associated costs and damages arising from products (or component parts thereof) delivered after the Closing Date; (vi) Liabilities arising from the defective manufacture of products (or component parts thereof) delivered after the Closing Date, whether manufactured or repaired before, on or after the Closing Date; (vii) Liabilities arising from defects in a product specification and/or design defects in products (or component parts thereof) delivered after the Closing Date, but not including any design defects with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), the Special Business Provisions (787) or the Special Business Provisions (Spares); (viii) Liabilities of Seller described in Schedule 1.2(a)(viii); and (ix) Liabilities arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a product (or component part thereof), Buyer shall assume such Liabilities to the extent that the product was manufactured or produced after the Closing Date; and (B) With respect to exposure to asbestos in a Facility, Buyer shall assume such Liabilities to the extent that the exposure to asbestos occurred after the Closing Date. This Section 1.2(a)(ix) shall not apply to claims for exposure to asbestos asserted under workers compensation Laws. (b) Buyer shall not assume any Liabilities other than the "Assumed Liabilities." All Liabilities of Seller other than the Assumed Liabilities (the "Excluded Liabilities") shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the generality of the foregoing, "Excluded Liabilities" shall include, without limitation: (i) Liabilities for Income Taxes of Seller; (ii) Liabilities of Seller in respect of transaction costs payable by it pursuant to Section 11.10 hereof or otherwise; (iii) Liabilities of Seller not arising out of or resulting from future, present related to the Business or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; the Assets; (iv) Liabilities of Seller related to all Benefit Liabilities relating toPlans, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA except as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA set forth in Section 4021 which occurs solely as a result of the Distribution; and 6.2; (v) all other Benefit Liabilities of Seller to employees of the Business who are not hired by Buyer immediately following the Closing Date, except as provided in Section 9.2(a)(v); (vi) Liabilities of Seller arising under any Environmental Law relating to conditions existing on or prior to the Closing Date with respect to Seller's Facilities or to properties formerly owned, operated or used by Seller or the Business and Liabilities relating toto properties to which Seller or the Business have sent waste, on or prior to the Closing Date, for treatment, storage or disposal, except as set forth in Sections 6.13 and 9.5; (vii) Liabilities for amounts of Taxes collected or withheld by Seller and payable to any Governmental Authority; (viii) Warranty obligations and claims and associated costs and damages arising out from products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (ix) Liabilities arising from the defective manufacture of products (or resulting component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (x) Liabilities arising from obligationsdefects in a product specification and/or design defects in products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (xi) Liabilities arising from design defects in products (or component parts thereof), liabilities and responsibilities expressly assumed but only with regard to items designated with an engineering delegation level of 3 or retained by Huttigbelow on Attachment 4 to the Special Business Provisions (Sustaining), a Huttig Entity, the Special Business Provisions (787) or a Huttig Plan pursuant to this Agreement.the Special Business Provisions (Spares);

Assumption of Liabilities. Except Upon the terms and subject to the conditions of this Agreement, Purchaser I agrees, effective as otherwise expressly provided in Article III, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the close of business on the Closing Date, to assume and to satisfy and discharge when due only the following Assumed Liabilities from Seller I, and Purchaser II agrees, effective as of the close of business on the Closing Date, to assume and to satisfy and discharge when due only the following Assumed Liabilities from Seller II. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, PARENT AND PURCHASERS SHALL NOT ASSUME, AND PARENT AND PURCHASERS SHALL NOT IN ANY MANNER BECOME LIABLE FOR, ANY LIABILITIES OR OBLIGATIONS OF SELLERS OF ANY KIND OR NATURE OTHER THAN THE ASSUMPTION BY PURCHASERS OF THE ASSUMED LIABILITIES. The term “Assumed Liability” means the Liabilities described in clauses (regardless a) through (c) of when or where this Section 1.4, and only the Liabilities described in such Benefit clauses; provided, however, that with respect to the Liabilities arose or arise or were or are incurred): described in clauses (ia) all Benefit through (c) of this Section 1.4, except for Liabilities included in the Closing Statement of Specified Assets and Liabilities, the term “Assumed Liability” shall only include such Liabilities to the extent arising out of, or relating to Huttig Individualsor otherwise in respect of the ownership or use of the Purchased Products and Related Assets or the operation or the conduct of the Business from and after the close of business on the Closing Date, and their respective dependents and beneficiariesshall not include any portion of such Liabilities that arise out of, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities relate to or relating to Huttig Individuals, and their respective dependents and beneficiaries, are otherwise in respect of Liabilities incurred prior to the extent relating to, arising out close of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from business on the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig EntityClosing Date, or a Huttig Plan pursuant any event, state of facts, occurrence, non-occurrence, circumstance, development or change that arose or existed prior to the close of business on the Closing Date. Subject in all cases to the foregoing provisions of this Agreement.Section 1.4, the term “Assumed Liability” shall only include the following Liabilities:

Assumption of Liabilities. (a) Except as otherwise expressly provided in Article IIISection 1.3(b), Huttig hereby assumes the Company shall retain, and agrees to Acquirer shall not assume, or be responsible or liable with respect to, any liabilities or obligations of the Company (the “Retained Liabilities,” which, in any case, shall include the items set forth on Exhibit A-1 and all liabilities and obligations, other than any and all payments of interest and principal outstanding at Closing, under that certain Second Amended and Restated Loan and Security Agreement, dated as of September 19, 2006, by and among the Company and the lenders named therein and related notes, guarantees and security agreements, as amended). (b) Acquirer shall assume, at the Closing and effective as of the Closing Date, and shall thereafter pay, perform, fulfill perform and discharge, in accordance with their respective terms, all of the following (regardless of discharge as and when or where such Benefit Liabilities arose or arise or were or are incurred): due: (i) all Benefit Liabilities Those liabilities and obligations of Acquirer to or the extent reflected on the Interim Financials, relating to Huttig Individuals, the Business as such liabilities and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before obligations exist on the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); Closing Date; (ii) all other Benefit Liabilities to or Those liabilities and obligations of the Company that arise in the ordinary course of business after the date of the Interim Financials relating to Huttig Individuals, the Business and their respective dependents existing at the close of business on the Closing Date; (iii) All liabilities and beneficiaries, obligations of the Company arising under the assumed Contracts after the Closing Date except to the extent relating to, arising out any such liability or obligation arises in connection with a breach of a representation or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out warranty made by the Company in Article 2 herein in respect of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; an assumed Contract; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result All liabilities and obligations of the Distribution; and Company under its Warranty Obligations; (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, All liabilities and responsibilities expressly assumed or retained obligations of the Company under the Second Amended and Restated Loan and Security Agreement, dated as of September 19, 2006, by Huttigand among New Age Electronics, a Huttig EntityInc. and the lenders named therein; and (vi) Those liabilities and obligations of the Company set forth on Exhibit B attached hereto (Sections 1.3(b)(i) through (vi), or a Huttig Plan pursuant to this Agreementcollectively, the “Assumed Liabilities”).

Assumption of Liabilities. Except Subject to Section 2.07, effective as otherwise expressly provided of the Closing, upon the terms and subject to the conditions set forth in Article IIIthis Agreement, Huttig hereby assumes neither Seller nor any of its Subsidiaries (excluding for the avoidance of doubt the Transferred Entities and agrees to the JV Entities) shall have any Liability or obligation with respect to, and Buyer or the applicable Buyer Designee shall assume and thereafter satisfy, pay, performperform and discharge when due, fulfill all Liabilities and dischargeobligations of Seller or any of its Subsidiaries, whether relating to periods prior to, on, or after the Closing, to the extent (A) primarily related to, or primarily resulting or arising from, the Transferred Assets, the Transferred Entities, the JV Entities, the Transferred Interests or the JV Interests, (B) primarily related to, or resulting or arising from, the past, present or future operation of the Business, or (C) described in Section 2.05(a) through Section 2.05(k) (it being acknowledged and agreed that Buyer shall indirectly assume the Liabilities and obligations of each Transferred Entity and JV Entity by virtue of its acquisition of the Transferred Interests and JV Interests) (collectively such Liabilities but excluding the Retained Liabilities, the “Assumed Liabilities”). For the avoidance of doubt, the Assumed Liabilities shall not in any event include any of the Retained Liabilities and shall expressly include: (a) all obligations and Liabilities under the Acquired Contracts; (b) all accounts payable and other accrued expenses of the Business included as a current liability in the Final Net Working Capital or arising after the Closing; (c) intercompany Liabilities solely between or among Transferred Entities and/or JV Entities; (d) with respect to the Transferred Employees, all obligations and Liabilities that are required to be assumed by Buyer or its Subsidiaries (including, following the Closing, the Transferred Entities or the JV Entities) pursuant to ARTICLE VII; (e) any obligations or Liabilities, in accordance with their respective termsrespect of claims, all of the following (regardless of when warranties, guarantees or where such Benefit Liabilities arose Actions, whether or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiariesnot presently asserted, in each case relating to, to the extent primarily arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualsthe Business; (f) any deductible, self-insurance retention, captive insurance program arrangement, obligation under a fronting policy or any other actual out of pocket costs and their respective dependents and beneficiariesexpenses incurred in respect of the Transferred Coverage as set forth in Section 5.12; (g) any obligations or Liabilities arising under Environmental Law of the Transferred Entities or the JV Entities, or relating to the ownership, operation, use, possession, or condition of the Transferred Assets, or otherwise primarily relating to the Business, whether occurring or existing prior to, on or after the Closing; (h) [intentionally left blank]; (i) any obligations or Liabilities, whether in contract, tort, strict liability or under any other theory, to the extent relating to, arising out of from products primarily sold or resulting from future, present or former employment with Huttig or a Huttig Entity services primarily rendered by the Business; (including Benefit j) all obligations and Liabilities under Crane Plans the Acquired Employee Contracts; and (k) the obligations and Huttig Plans); (iiiLiabilities set forth in Section 2.05(k) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementSeller Disclosure Schedules.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIUpon the terms and subject to the conditions of this Agreement, Huttig hereby assumes and agrees Buyer agrees, effective at the time of Closing, to pay, perform, fulfill and discharge, in accordance with their respective terms, all of assume the following liabilities (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): the "Assumed Liabilities"): (i) all Benefit Liabilities liabilities set forth on the Reference Balance Sheet to the extent included or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before reflected on the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); Closing Balance Sheet; (ii) all liabilities and obligations of Seller arising from and after the Closing Date under all Included Contracts (other Benefit Liabilities than liabilities or obligations attributable to or relating any failure by Seller to Huttig Individuals, and their respective dependents and beneficiaries, to comply with the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plansterms thereof); ; (iii) all Benefit Liabilities relating toliabilities and obligations under the Anchor Glass Container Corporation Executive/Key Employee Retention Plan as such Plan is in effect on the date hereof (other than liabilities and obligations arising under such Plan prior to the Closing, arising out which shall remain liabilities and obligations of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; Seller); (iv) all liabilities under Seller Defined Benefit Liabilities relating to, Plans (but excluding any and all liabilities for excise tax or related taxes or penalties to the Internal Revenue Service arising out of or resulting from the imposition failure of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within Seller to contribute to Seller Defined Benefit Plans) and all liabilities to the meaning of ERISA Section 4021 PBGC in connection with Seller Defined Benefit Plans, which occurs solely as a result of liabilities shall be paid by Buyer in full on the Distribution; Closing Date to the extent due and owing on the Closing Date; (v) all other Benefit Liabilities environmental liabilities relating to, to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) claim, action, suit, investigation, proceeding or resulting from obligationsjudgment relating to property disposed of by Seller or any of its subsidiaries prior to the Closing Date or (ii) asbestos-related claims, liabilities actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Closing Date); (vi) trade payables of Seller which have arisen after the filing of the Petition and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant which are in existence on the Closing Date; and (vii) accrued expenses relating to this Agreementworkers compensation claims.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIOn the Closing Date, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, Practice shall assume all of the following unpaid accounts payable, debts, salary, wages, employee benefit obligations, paid-time off obligations and other obligations of the PainCare Sub in connection with the performance of its obligations under the Management Services Agreement and Employee Lease Agreement dated April 29, 2004 (regardless the “Employee Lease Agreement”) arising in the ordinary course of when business and consistent with past practices which are or where may become owing (collectively the “Assumed Liabilities”). In addition, Practice shall assume the obligations, liabilities, duties and responsibilities, including any liability for payments which are or may become owing on and after the Closing Date, under and pursuant to any and all agreements to which Practice or the PainCare Sub is a party with respect to the operation or management of Practice (the “Assumed Contracts”) and such Benefit other leases, subleases, assumption of leases and similar arrangements of the PainCare Sub related to personal property utilized in Practice’s practice operations. Practice shall assume the Assumed Liabilities arose and Assumed Contracts and hereby releases the Sellers from any and all continuing and further obligations or arise liabilities related to or were or are incurred): arising from (i) all Benefit the Assumed Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) the Assumed Contracts which have accrued prior to the Closing Date and which accrue or become due on or after the Closing Date. On the Closing Date, the Parties shall execute and deliver (i) a General Assumption of Liabilities Agreement in the form attached hereto as Exhibit 2(c)(i), evidencing Practice’s assumption of the Assumed Liabilities, (ii) an Assignment and Assumption of Contracts Agreement in the form attached as Exhibit 2(c)(ii), evidencing Practice’s assumption of all other Benefit Liabilities to or relating to Huttig Individualsof the Assumed Contracts and leases (except for real property leases), and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating tofor the practice locations, arising out of or resulting the Practice will enter into a new lease evidencing PainCare’s release from any other actual costs, expense, claim or alleged employment relationship liability with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from respect to the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result existing real property lease and evidencing Practice’s obligation of a complete new lease for the Practice locations. The Purchasers hereby further agree that they shall execute any further documents, assignments or partial withdrawal of assurances in law or do any Crane Entity other thing that is reasonably necessary, desirable or proper in order for any third party to fully release the Sellers from a "multiemployer plan" within any further continuing liabilities or obligations in connection with the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Assumed Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementAssumed Contracts.

Assumption of Liabilities. Except (a) At the USVI Closing and effective as otherwise expressly provided of the USVI Effective Time, subject to the terms and conditions set forth in Article IIIthis USVI Purchase Agreement, Huttig hereby assumes Seller will assign, and agrees to Purchaser will assume and will, as they become due, pay, performperform and discharge the Assumed Liabilities. Purchaser’s obligations under this Section 2.2(a) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, fulfill warranty or covenant of this USVI Purchase Agreement or any right or alleged right to indemnification under this USVI Purchase Agreement. (b) Notwithstanding anything to the contrary set forth in this USVI Purchase Agreement, other than the Assumed Liabilities, neither Purchaser nor any of its Affiliates will assume any liability or obligation of Seller or any of its Affiliates under this USVI Purchase Agreement, and discharge, in accordance with their respective terms, Seller and its Affiliates shall retain all of its and their other liabilities and obligations that are not Assumed Liabilities, including those arising (whether before or after the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): USVI Effective Time) from (i) all Benefit Liabilities to the operation of the Business, the operation of the Branches, the administration of the Purchased Assets or relating to Huttig Individuals, and their respective dependents and beneficiariesthe administration of the Assumed Liabilities, in each case relating toof the foregoing, arising out during the period prior to the USVI Effective Time, including as a result of any act or resulting from employment omission by Crane, a Crane Entity, Huttig or a Huttig Entity before Seller and its Affiliates prior to the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans)USVI Effective Time; (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans)Pre-Closing Taxes; (iii) all Benefit Liabilities relating to, arising out of (A) any Employee Plan or resulting from (B) any other actual liability or alleged employment relationship with Huttig or a Huttig Entity; obligation expressly retained by Seller under this USVI Purchase Agreement (including under Section 7.1(e)) and (iv) all Benefit Liabilities relating tothe Excluded Assets (collectively, the “Excluded Liabilities”); provided, however, that “Excluded Liabilities” will not include any liabilities or obligations to the extent arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result Purchaser’s operation of the Distribution; and (v) all other Benefit Liabilities relating toBusiness, operation of the Branches, administration of the Purchased Assets or administration of the Assumed Liabilities, in each case of the foregoing, during the period following the USVI Effective Time notwithstanding that such liability or obligation arising out following the USVI Effective Time may have resulted from business practices or conduct that is consistent with the business practices or conduct of Seller or resulting from obligationsany of its Affiliates with respect to the operation of the Business, liabilities and responsibilities expressly assumed the operation of the Branches, the administration of the Purchased Assets or retained by Huttigthe administration of the Assumed Liabilities, a Huttig Entityin each case of the foregoing, or a Huttig Plan pursuant prior to this Agreementthe USVI Effective Time, in which case Seller shall be liable in respect of such matter only up to the USVI Effective Time.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIISubject to the terms and conditions of this Agreement, Huttig hereby assumes at the Closing, Buyer shall execute and agrees deliver the Assumption Agreement, pursuant to pay, which it shall assume and agree to perform, fulfill and pay or discharge, in accordance with their respective terms, all from and after the Closing only the following Liabilities of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or Company relating to Huttig Individualsthe Acquired Assets and the TWEC Store Leases (collectively, the “Assumed Liabilities”), and their respective dependents and beneficiaries, in each case relating to, no others: (a) All Liabilities arising out of or resulting from employment by Cranerelating to the Acquired Assets that accrue after the Closing Date. (b) All Liabilities arising out of the Assigned TWEC Store Leases that accrue after the Assignment Closing Date. (c) The TWEC Store Carrying Costs set forth in Section 9.6. (d) The Cure Claims (i) under each Assigned TWEC Store Lease, a Crane Entityin an amount not to exceed $4,200,000 in the aggregate, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit under each executory contract assumed and assigned pursuant to Section 2.1(b)(x). (e) All Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from futurerelating to gift cards, present or former employment with Huttig or a Huttig Entity (including Benefit gift certificates, store credits, Replay Rewards certificates presented at the TWEC Stores in an amount not to exceed $11,700,000, and all Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of any returns presented at the TWEC Stores. (f) Fifty percent (50%) of any transfer fees that must be and are actually paid to any Governmental Authority or resulting from third party to transfer to Buyer all of the Company’s right title and interest in to and under any other actual or alleged employment relationship with Huttig or a Huttig Entity; Permits and General Intangibles, in an amount not to exceed $1,000,000. (ivg) all Benefit The following Liabilities relating to, arising out to the Transferred Employees: (i) Accrued vacation in an amount not to exceed $869,000; and (ii) Field bonuses in an amount not to exceed $350,000. It is not the intention of either Buyer or resulting from Company that the imposition assumption by Buyer of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal the Assumed Liabilities shall in any way enlarge the rights of any Crane Entity from a "multiemployer plan" within third parties relating thereto. Notwithstanding anything to the meaning of ERISA Section 4021 which occurs solely as a result contrary in this Agreement, Buyer shall not assume or have any liability or responsibility for any Liability of the Distribution; and (v) all Company other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementthan the Assumed Liabilities.

Assumption of Liabilities. Except (a) At Closing, and subject to Section 2.2(b) below, the Purchaser shall assume all obligations and liabilities of any kind, character or nature whatsoever (whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise, and whether arising or to be performed prior to, on or after the Closing) of Seller and its Affiliates with respect to the Cxxxxx Venture (collectively, the “Assumed Liabilities”) as otherwise expressly provided in Article IIIan assumption agreement to be delivered by Purchaser to Seller at the Closing, Huttig hereby assumes such assumption agreement to be in the form attached hereto as Exhibit A (the “Assumption Agreement”). The Assumed Liabilities shall include, without limitation, any such obligations and agrees liabilities with respect to paythe following: (i) Seller’s ownership of a Participating Interest in the Joint Venture; (ii) Seller’s being a party to the Joint Venture Agreement, performincluding funding obligations arising thereunder; (iii) Seller’s ownership of an undivided interest in the Venture’s Assets and any other assets included in the Purchased Assets; (iv) Operations of the Joint Venture (including developmental, fulfill exploration and dischargemining activities) and other operations on or in respect of the Purchased Assets; (v) Contracts or other commitments related to Venture Operations or Joint Venture Assets, including royalty contracts; (vi) Environmental and reclamation liabilities, obligations or impacts arising from Venture Operations, including the Cxxxxx Mine, or otherwise existing in accordance respect of the Purchased Assets whether on or off of the areas covered thereby; (vii) Governmental permits or other authorizations granted in respect of Venture Operations and other undertakings provided in respect thereof, including, without limitation, (A) the Irrevocable Standby Letter of Credit Number SM201472W for approximately $3,500,000 initially issued January 31, 2003 by Wachovia Bank, NA on behalf of Seller for the benefit of the US Department of the Interior, Bureau of Land Management, as amended, and (B) that certain Sale and Purchase Agreement, dated as of October 9, 1991, between, among others, Seller and Vxxxxx Xxxxxx, Xx. (“Txxxxx”), and the following documents related to such agreement with their respective termsTxxxxx: the Royalty Agreement, all the Assignment of Venture Interests and Acceptance, the Assumption Agreement, and the Guaranty; (viii) Any reclamation or other bonds or any other agreement or business arrangement, other than the Joint Venture Agreement, whereby Seller or any of its Affiliates is, or may be, directly or indirectly responsible for liabilities or obligations of the Cxxxxx Venture; and (ix) the interest in the joint venture formed and operated pursuant to that certain Joint Venture Operating Agreement, dated as of March 7, 1983 and amended on June 17, 1993, between Teck Cominco American Incorporated and Purchaser. (x) the liabilities of Seller retained under Section 15.2 of the Joint Venture Agreement, except to the extent that any such residual liabilities constitute a breach of this Purchase Agreement; and (xi) Pending or future litigation or other legal proceedings in respect to any of items (i) through (x) above. (b) Notwithstanding anything contained in this Section 2.2 to the contrary, Purchaser is not assuming and shall not be liable for any of the following (regardless obligations or liabilities of when Seller or where its Affiliates, and each of such Benefit obligations and liabilities shall not be Assumed Liabilities arose or arise or were or are incurred): under this Agreement: (i) all Benefit Liabilities to any obligation or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, liability of Seller arising out of the Purchase Agreement or the breach of any representation, warranty or covenant of the Seller under the Purchase Agreement; (ii) any liability or obligation, for any federal, state, local or foreign income tax, gross receipts tax, franchise tax or other tax of any kind or nature on the income, receipts or the Products received by Seller from the Venture or resulting from employment Seller’s ownership of a Participating Interest in the Venture and its Assets (except for any tax customarily paid by Cranethe Joint Venture including, a Crane Entitywithout limitation, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, Nevada net proceeds Tax related to the extent relating toJoint Venture’s operations, arising out of which was assumed by Purchaser and any other tax Purchaser has assumed or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plansagreed to pay pursuant to the Purchase Agreement); ; (iii) all Benefit Liabilities relating to, arising out any obligation or liability of or resulting from Seller to any other actual or alleged employment relationship with Huttig or a Huttig Entity; Affiliate of Seller; (iv) all Benefit Liabilities relating to, arising out any obligation or liability of Seller or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result Seller Affiliate related to any Products of the Distribution; and Venture after distribution of such Product, or the proceeds of the sale thereof, to Seller; (v) all any obligation of Seller arising from the fraud of Seller; (vi) except for obligations under 2.2(a)(viii) which do not constitute a breach of this Agreement, any obligation or liability of Seller or any Seller Affiliate for indebtedness for borrowed money or for other Benefit Liabilities relating to, arising out of or resulting from obligationsdebts, liabilities or Losses that are the sole obligation of Seller or any Seller Affiliate and responsibilities expressly assumed not a Venture obligation, even if such indebtedness or retained by Huttig, liability was created to fund a Huttig Entity, or Venture obligation; and (vii) except for obligations under 2.2(a)(viii) which do not constitute a Huttig Plan pursuant to breach of this Agreement, any obligation or liability of Seller, of whatever kind or nature, incurred directly by Seller for its own account.

Assumption of Liabilities. Except (a) Subject to the terms and conditions of this Agreement, at and as otherwise expressly provided in Article IIIof the Effective Time, Huttig hereby assumes the Purchaser shall assume and agrees agree to pay, perform, fulfill discharge and discharge, satisfy when due in accordance with their respective terms, all of terms the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): Liabilities: (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating tounder any of the Assigned Contracts accruing, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before relating to periods after the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); Effective Time; (ii) all other Benefit Liabilities any amount which may be payable pursuant to or relating to Huttig Individuals, Section 365(b) of the Bankruptcy Code on account of the assumption and their respective dependents assignment of any Assigned Contract shall be borne 25% by the Purchaser and beneficiaries, to 75% by the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); Sellers; (iii) other than any item described in this Section 2.3(a)(iii) which the Purchaser elects to delete from Schedule 1.1(a) and Schedule 2.3(a)(iii), by written notice delivered to the Sellers, at any time during the period from and after the date hereof through 12:01 pm Eastern Time on the Bid Date (or such later date on or prior to the Closing Date as may be mutually agreed upon by the Purchaser and the Sellers), those capital equipment lease obligations of the Managed Services Business and debt obligations under outstanding promissory notes of the Managed Services Business identified on Schedule 2.3(a)(iii) (excluding all Benefit Liabilities relating to, arising out amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease obligations and debt obligations and giving effect to any reduction to any such obligations occurring on or prior to the Effective Time) (the "MSB LIABILITIES") (it being expressly understood that the Sellers may renegotiate the terms of or prepay any of the MSB Liabilities on or prior to the Effective Time (including with proceeds of the Purchase Price) so long as the payment terms of the MSB Liabilities after the Effective Time resulting from any such renegotiation or prepayment are no less favorable than those in existence as of the date hereof, and so long as (A) the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the Effective Time do not exceed the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the date hereof and (B) the restructuring of the MSB Liabilities will not require the Purchaser to make any additional cash payments in connection therewith (other actual than payments in respect of amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease or alleged employment relationship debt obligation in accordance with Huttig Section 2.3(a)(ii) hereof) other than with respect to the principal of, or a Huttig Entity; interest on, such Liabilities which comply with the requirements of clause (A) above); (iv) all Benefit any Liabilities relating to, arising out of for accrued vacation with respect to Eligible Employees who are hired by the Purchaser at the Effective Time or resulting from within 30 days following the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and Closing Date; (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan except for any items specifically excluded pursuant to Section 2.4 (iii) hereof, any unpaid post-Petition Date accounts payable of the Sellers incurred in the ordinary course of business in an amount not to exceed $2,000,000 in the aggregate; and (vi) any Liabilities covered by warranties assigned to the Purchaser pursuant to Section 2.1(i) of this Agreement. (The Liabilities described in the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi) are collectively defined herein as the "ASSUMED LIABILITIES"). (b) From the date hereof through the Closing Date, Sellers shall use reasonable best efforts to obtain settlements or stipulations (but without any obligation of any Seller to pay any amount in respect of such settlements, except as specified in Section 2.3(a) hereof) with any party that objects to the assumption and assignment of an Assigned Contract or any related cure amount. Notwithstanding any provision contained herein to the contrary, from and after the date hereof through the Closing Date: (i) the Sellers will not reject, without the prior consent of the Purchaser, any Executory Contract other than (A) those Executory Contracts which are currently subject to motions pending before the Bankruptcy Court as of the date hereof and (B) Contracts that are Excluded Assets and (ii) the Sellers will consult with the Purchaser with respect to the restructuring of, and negotiations with respect to the amount of cure costs to be paid in respect of, any Assigned Contract (including, without limitation, any such Assigned Contract described in Section 2.3(a)(iii) hereof).

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIOn the Closing Date, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, Practice shall assume all of the following unpaid accounts payable, debts, salary, wages, employee benefit obligations, paid-time off obligations and other obligations of the PainCare Sub in connection with the performance of its obligations under the Management Services Agreement and Employee Lease Agreement dated October 1, 2005 (regardless the “Employee Lease Agreement”) arising in the ordinary course of when business and consistent with past practices which are or where may become owing to the vendors expressly identified on Exhibit 2(e)(i) attached hereto (collectively the “Assumed Liabilities”), except for those accounts payable and other debts listed in Exhibit 2(e)(ii) (the “PainCare’s Accounts Payable”). In addition, Practice shall assume the obligations, liabilities, duties and responsibilities, including any liability for payments arising on and after the Closing Date, under and pursuant to any and all agreements to which Practice or the PainCare Sub is a party with respect to the operation or management of Practice (the “Assumed Contracts”) and such Benefit other leases, subleases, assumption of leases and similar arrangements of the PainCare Sub related to real property utilized in Practice’s practice operations. Practice shall assume the Assumed Liabilities arose and Assumed Contracts except for PainCare’s Accounts Payable and hereby releases the Sellers from any and all continuing and further obligations or arise liabilities related to or were or are incurred): arising from (i) all Benefit the Assumed Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) the Assumed Contracts which have accrued prior to the Closing Date and which accrue or become due on or after the Closing Date. On the Closing Date, the Parties shall execute and deliver (i) a General Assumption of Liabilities Agreement in the form attached hereto as Exhibit 2(e)(iii), evidencing Practice’s assumption of the Assumed Liabilities, (ii) an Assignment and Assumption of Contracts Agreement in the form attached as Exhibit 2(e)(iv), evidencing Practice’s assumption of all other Benefit Liabilities to or relating to Huttig Individualsof the Assumed Contracts (except for real property leases), and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating tofor the practice locations, arising out an Assignment and Assumption of Lease, in the form attached as Exhibit 2(e)(v), evidencing Practice’s assumption of the lease for the Practice locations. The Purchasers hereby further agree that they shall execute any further documents, assignments or resulting assurances in law or do any other thing that is reasonably necessary, desirable or proper in order for any third party to fully release the Sellers from any other actual further continuing liabilities or alleged employment relationship obligations in connection with Huttig the Assumed Liabilities or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this AgreementAssumed Contracts.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIAt the Closing Cendant shall execute and deliver to the Buyer an assumption agreement to be reasonably agreed to by the parties hereto prior to the Closing, Huttig hereby assumes and agrees pursuant to which Seller shall agree to pay, performperform and discharge when due all liabilities, fulfill demands, claims, actions or causes of action, assessments, losses, damages, costs and dischargeexpenses (including, in accordance with their respective termswithout limitation, all of reasonable attorneys' fees and expenses relating thereto) (collectively, the "Liabilities") relating to the following (regardless of when or where such Benefit the Liabilities arose or arise or were or are incurred): listed below being referred to herein collectively as the "Retained Liabilities"): (ia) Subject to Section 4.8(q), all Benefit Liabilities to under or relating to Huttig Individualsthe the Option Amendments and the Bonus Pool, including, without limitation, the Blizzard Plan (each as hereinafter defined) and the "Incentive Awards" provided for under Section IV(A)(ii) of the employment Agreement between the Company and Xxxxxxxxxxx XxXxxx and stock option plans (and related agreements) of the Seller or any of its Subsidiaries; (b) All Liabilities other than operating expenses relating to any amounts due and payable by Cendant or its Subsidiaries (including the Company or its Subsidiaries) under previous merger or acquisition agreements to which Cendant or its Subsidiaries (including the Company or its Subsidiaries), or any of their respective dependents and beneficiariespredecessors in interest, in each case relating to, arising out was a party; (c) All Liabilities of Cendant or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date its Subsidiaries (including Benefit Liabilities under Crane Plans and Huttig Plans); (iithe Company or its Subsidiaries) all other Benefit Liabilities arising from any action, claim, inquiry, suit, proceeding or governmental investigation related to or relating to Huttig Individualshaving any connection with accounting irregularities involving Cendant, any of its affiliates or predecessors, the financial statements of Cendant, any of its affiliates or predecessors; and (d) All indebtedness as of and their respective dependents and beneficiaries, immediately prior to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result Closing of the Distribution; Seller or any of its Subsidiaries (including, without limitation, the Company or any of its Subsidiaries) for borrowed money (except with respect to the intercompany obligations between the Seller and its Subsidiaries (v) all other Benefit Liabilities relating tothan the Company and its Subsidiaries), arising out of or resulting from obligationson the one hand and the Company and its Subsidiaries, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementon the other hand.

Assumption of Liabilities. Except At the Closing, on the terms and subject to the conditions set forth in this Agreement, Purchaser shall (or shall cause its designated Subsidiaries to) assume, effective as otherwise expressly provided of the Closing, the following liabilities (collectively, the “Assumed Liabilities”) and no other liabilities, the assumption of such liabilities to be effective as of the Effective Time: (a) Liabilities that arise out of the ownership or use by Purchaser and its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries of rights under, the Purchased Assets or the operation of the Business by Purchaser and its Subsidiaries (and that relate to periods) after the Effective Time (other than Liabilities that arise out of the use by Seller or any of its Subsidiaries of, or the exercise by Seller or any of its Subsidiaries of rights under, the Intellectual Property Rights or Technology licensed to Seller pursuant to the Intellectual Property License Agreements) (but including, for the avoidance of doubt, Liabilities that arise out of a continuation or recurrence of the facts or circumstances giving rise to the matters set forth in Article IIISchedule 2.9 to the extent (but only to the extent), Huttig hereby assumes if any, that such facts and agrees circumstances continue or recur (and relate to payperiods) after the Effective Time and arise out of the ownership or use by Purchaser and its Subsidiaries of, performor the exercise by Purchaser and its Subsidiaries or rights under, fulfill the Purchased Assets or the operation of the Business by Purchaser and dischargeits Subsidiaries); (b) Liabilities for severance (if any) payable to any Continuing Employee in the event of termination of such Continuing Employee’s employment with Purchaser and its Subsidiaries after the Effective Time, but only to the following extent and subject in each case to the following limitations: (i) if termination occurs more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible for the full amount of such severance (if any) payable to such Continuing Employee, and (ii) if termination occurs after the Effective Time and not more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible only for the portion of such severance amount that is calculated and payable based on the duration of such Continuing Employee’s post-Closing service to Purchaser and its Subsidiaries and shall not bear or be liable or responsible for the portion of such severance that is calculated or payable based on any period of pre-Closing service, such amounts to be calculated and paid, in each case, in accordance with the provisions of Section 5.7(g); (c) other Liabilities in respect of the Continuing Employees for events occurring, and for employment periods, after the Effective Time (it being understood and agreed, for the avoidance of doubt, that with respect to severance liabilities, in the event of conflict between the provisions of this Section 1.3(c) and Section 1.3(b), the provisions of Section 1.3(b) shall govern, control and prevail); [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (d) Liabilities for Taxes for which Purchaser is liable pursuant to Section 5.6; (e) Liabilities under the Assigned Contracts and the leases and subleases underlying the Assigned Leasehold and Subleasehold Interests that arise (and that relate to periods) after the Effective Time (it being understood and agreed, for the avoidance of doubt, that Purchaser assumes no Liability for breaches, defaults or nonperformance under any Assigned Contract or any lease or sublease underlying any of the Assigned Leasehold and Subleasehold Interests occurring prior to the Effective Time); provided, however that with respect to those premises that are occupied both by employees of Purchaser and by employees of Seller (or their respective termsSubsidiaries), all such Liabilities shall be limited as provided under the applicable Real Property Transfer Agreement or the applicable provisions of the following Transition Services Agreement or related statement of work; (regardless f) Liabilities that arise out of when the use by Purchaser or where such Benefit any of its Affiliates or any of its or their sublicensees of, or the exercise by Purchaser or any of its Affiliates or any of its or their sublicensees of rights under, the Intellectual Property Rights or Technology licensed to Purchaser pursuant to the Intellectual Property License Agreements; and (g) Liabilities arose in respect of any Action or arise Proceeding or were or are incurred): (i) all Benefit Liabilities claim to or relating to Huttig Individualsthe extent arising out of, and their respective dependents and beneficiaries, in each case relating to, arising out or otherwise in respect of Purchaser’s or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result its Subsidiaries’ operation of the Distribution; and (v) all other Benefit Liabilities relating to, arising out Business or ownership of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreementthe Purchased Assets after the Effective Time.

Assumption of Liabilities. Except as otherwise expressly provided in Article IIIOn the Closing Date, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, Purchaser shall assume all of the following (regardless unpaid debts, bills and obligations of when the Sellers arising from or where such Benefit Liabilities arose out of the Merger, or from the Acquisition Company arising in the ordinary course of business of its business which is consistent with past practices that exist as of or arise after the Closing Date, including without limitation those liabilities set forth on those certain financial statements attached hereto as Exhibit 2(e)(i) (collectively the “Assumed Liabilities”) and assume the obligations, liabilities, duties and responsibilities, including any liability for payments arising on and after the Closing Date, under and pursuant to any and all agreements, if any, to which the Sellers are a party with respect to the operation or were management of the Acquisition Company (the “Assumed Contracts”) and such other leases, subleases, assumption of leases and similar arrangements of the Acquisition Company related to real property utilized in its operations. Purchaser shall assume the Assumed Liabilities and the Assumed Contracts and hereby releases the Sellers from any and all continuing and further obligations or are incurred): liabilities related to or arising from (i) all Benefit the Assumed Liabilities to or relating to Huttig Individuals(ii) the Assumed Contracts which accrue or become due on or after the Closing Date. On the Closing Date, the Parties shall execute and deliver (i) a General Assumption of Liabilities Agreement in the form attached hereto as Exhibit 2(e)(iii), evidencing Purchaser’s assumption of the Assumed Liabilities, and their respective dependents (ii) an Assignment and beneficiariesAssumption of Contracts Agreement, if necessary, in each case relating tothe form attached as Exhibit 2(e)(iv), evidencing Purchaser’s assumption of all of the Assumed Contracts, if any. The Purchaser hereby further agrees that he will execute any further documents, assignments or assurances in law or do any other thing that is reasonably necessary, desirable or proper in order for any third party to fully release the Sellers from any further continuing liabilities or obligations in connection with the Assumed Liabilities or Assumed Contracts. Additionally, Purchaser agrees to assume all obligations, liabilities, duties and responsibilities arising out of or resulting from employment by Craneany investigations, a Crane Entityaudits, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individualsdemands, and their respective dependents and beneficiariesclaims, to the extent relating todamages, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entityfines, or a Huttig Plan pursuant to this Agreementpenalties incurred by the Acquisition Company arising any actions taken against the Acquisition Company and/or is predecessors or successors in interest by any government funded health care benefit program or any commercial or private third party payor.