Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Effective as of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. 2.7.1 With effect from the Effective as Time, the Purchaser hereby assumes all obligations and liabilities of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, which pertain to the extent related Businesses and which exist on the Effective Time or arise thereafter from acts, omissions or circumstances prior to or arising fromthe Effective Time, 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 unless expressly excluded from such assumption under this Agreement (collectively, 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 (provided that, notwithstanding anything to the contrary in this Section 2.6, “Excluded Liabilities”): (i) any liabilities liability in respect of any moneys borrowed or obligations indebtedness in the nature of borrowings incurred by the Companies Seller in relation to the Businesses or any security, guarantee, comfort or other financial accommodation in respect of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities money 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 indebtedness; (ii) nothing any liability in this Section 2.6 shall affect Buyer’s rights pursuant respect of Taxes arising for Taxation purposes in respect of any Event occurring on or prior to Article X)the Effective Time, including, without limitationbut not property transfer Taxes arising on or after the Effective Time; (iii) any liability to the extent 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) all obligations and liabilities under the Material Contracts to which any member clause 3.37 of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care BusinessLease 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 liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in Losses suffered or incurred by 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 to 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) Assumed Liabilities including any Taxes for which Buyer is responsible under Section 6.1 liability of the Seller arising from the conduct of the Businesses after the date of this Agreement;. (e) any obligations 2.7.4 The Seller shall indemnify and keep indemnified the Purchaser against all Losses suffered or liabilities to incurred by the extent relating to the Consumer Care Business Purchaser in connection with any Litigation, other than Retained the Excluded Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. Effective as (a) Pursuant to the terms of the ClosingXxxxxxx Asset Assignment Agreement, neither Seller nor any of its Affiliates shall have any liability or obligation with respect toon the Contribution Date, the Company assumed, and Buyer shall assume and thereafter agreed to pay, perform and discharge when duefully observe, effective as of the Contribution Effective Time, only the following: (x) all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, Business to the extent related arising out of or relating to or arising fromthe 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 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 liabilities and obligations described in clause (collectivelyx) and (y), the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (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 any breach on or prior to the Contribution Effective Time by any Xxxxxxx Party of any of its liabilities or obligations under the applicable Transferred Contract, Purchase Order or Shared Contract and excluding any liabilities or obligations that are the responsibility of Xxxxxxx under 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 Transition Services Agreement; (ii) nothing Current liabilities, in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is boundeach case, to the extent relating (and only to the Consumer Care Business; (bextent) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be exclusively related to the Business and included in the calculation of “current liabilities” in the Final Closing Date Net Working CapitalCapital Amount; (ciii) (i) All liabilities and obligations with respect to the Company’s employment of the Transferred Employees from and following the Contribution Effective Time; (iv) All liabilities and obligations relating to the termination of the employment of any Business Employee who does not become a Transferred Employee due to a failure of the Company to offer employment to such Business Employee (other than the Company Employeesany India Employee) that are employed in the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (ii) accordance 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 TransactionsSection 9.3; (dv) any Taxes for which Buyer is responsible under Section 6.1 of this Agreement; (e) any All liabilities and 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or after the Conveyed Sites, other than Retained LiabilitiesContribution Effective Time; (gvi) All liabilities and obligations assumed by the Assumed Rx LiabilitiesCompany pursuant to Sections 9.3 or 9.4; and (hvii) Any liability or obligation with respect to Taxes for which the obligations and liabilities set forth in Company is liable under Section 2.6(h) of the Seller Disclosure Schedule9.2.

Assumption of Liabilities. Effective as In accordance with the terms and upon the conditions of this Agreement, at the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Closing Buyer shall assume and thereafter accept and shall pay, perform and discharge fully as and when due, all liabilities and obligations required the following Liabilities of the Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 Entities (collectively, the “Assumed Liabilities”): (a) all Liabilities of the Seller Entities arising under or relating to the Acquired Contracts (provided thatwhich shall include Liabilities arising under or relating to a violation, breach or 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 included as a current liability in the final determination of the Working Capital Amount; (c) notwithstanding anything to the contrary in this Section 2.6Agreement, (i) all Liabilities under any liabilities warranty provided with respect to any Existing Business Product or obligations of otherwise with respect to the Companies or any of their Subsidiaries shall not constitute Business (collectively, the “Assumed Warranties” and such Liabilities, it being acknowledged and agreed that such liabilities or obligations (other than Retained Liabilitiesthe “Assumed Warranty Liability”) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, and (ii) nothing except as set forth in this Section 2.6 shall affect Buyer’s rights pursuant to Article X1.4(b)(iv), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, other Liabilities related to the extent relating to the Consumer Care Businessmanufacturing, use, sale, or packaging of any Existing Business Product; (bd) all liabilities Liabilities relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee, Continuing Employee or any other employee of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working CapitalBusiness arising after the Closing; (c) (ie) with respect to the Transferred Employees, Continuing Employees (or other than employees of the Company Employees) that are employed in Business, the United StatesLiabilities with respect to all accrued vacation, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and other paid time off (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 not paid) as of the Closing Date to the Consumer Care Business extent included as a current liability in connection with any Litigation, other than Retained Liabilitiesthe final determination of the Working Capital Amount; (f) any obligations or liabilities arising under Environmental Law Pre-Closing Employment Liabilities, in each case, solely to the extent relating to included as a current liability in the ownership or operation final determination of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained LiabilitiesWorking Capital Amount; (g) all Liabilities for Taxes relating to the Business, the Acquired Assets or the Assumed Rx LiabilitiesLiabilities (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) the obligations and liabilities except as set forth in Section 2.6(h) 1.4(b)(iv), all Liabilities arising from or related to any infringement, misappropriation, or violation of any Intellectual Property of any Person to the Seller Disclosure Scheduleextent primarily related to the Business. provided, however, that, notwithstanding the above or anything else in this Agreement or any Ancillary Agreement to the contrary, the Assumed Liabilities shall not include any Retained Liabilities.

Assumption of Liabilities. Effective 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 Closing, neither Seller nor any following (regardless of its Affiliates shall have any liability when or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, where such Benefit Liabilities arose or after the Closing, to the extent related to arise 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, were or are incurred): (i) any liabilities all Benefit Liabilities to or obligations 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 Closingrelating 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) nothing in this Section 2.6 shall affect Buyer’s rights pursuant all other Benefit Liabilities to Article X)or relating to Huttig Individuals, including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is boundtheir respective dependents and beneficiaries, to the extent relating to the Consumer Care Business; to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (bincluding Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all liabilities Benefit Liabilities relating to, arising out of Schering-Plough Canadaor resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, Inc. for accounts payable, 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 liabilities shall be included in occurs solely as a result of 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 to vacation and sick leave, Distribution; and (iiv) 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 Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and liabilities of Seller and its Affiliates that are required responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. Effective 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 of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, will timely perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, to the extent related to or arising fromin accordance with their respective terms, 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 following Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation:): (a) all obligations and liabilities under the Material Contracts to which Liabilities of any member of the Seller Group is a party kind or by which it is bound, character to the extent relating to resulting from or arising out of or in connection with Purchaser’s or its Affiliates’ use, operation, possession or ownership of or interest in the Consumer Care Purchased Assets and/or the Business, in each case, following the Closing; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capitalany Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) (i) with respect to all Liabilities of Sellers under the Transferred Employees (other than Purchased Contracts that arise on or after 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 to 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 TransactionsClosing Date; (d) all Liabilities of Sellers arising out of or relating to (i) the Transferred Permits/Licenses, including such Liabilities thereunder arising out of or 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 Taxes for which Buyer is responsible under Section 6.1 mine operation or safety compliance matters related to the condition of this Agreementthe 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 Environmental 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) any obligations or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained LiabilitiesTransfer Taxes; (f) any obligations or liabilities all Trade Payables arising under Environmental Law to after the extent relating to Petition Date that remain unpaid in the ownership or operation Ordinary Course of Business of Sellers as of the Consumer Care Business or Closing Date (the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities;“Assumed Payables”); and (g) the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure Scheduleall Liabilities listed on Schedule 2.3(g).

Assumption of Liabilities. Effective 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 of the Closing, neither Seller nor any will assume and perform and in due course pay and discharge (or cause its applicable Affiliates to perform, pay and discharge) the following Liabilities of its the Contributing Parties and their Affiliates shall have any liability or obligation (and with respect toto Section 2.2(f), and Buyer shall assume and thereafter payFASL (Japan)): (a) any Liabilities arising out of or based upon events or circumstances occurring after the Closing in connection with or resulting from the operation of the Joint Venture Business, perform and discharge when due, all liabilities and obligations including product warranty claims made with respect to the sale of Seller products by the Joint Venture and its Affiliates, whether relating to periods prior to, on, or Subsidiaries after the Closing, whether or not such products were manufactured prior to the Closing; (b) any amounts payable by a Contributing Party or its Affiliates and any other Liabilities (executory or otherwise) of a Contributing Party or its Affiliates that accrue or relate to the period after the Closing under any Contract included in (i) the 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 related that the Coatue Employees who are parties to such Coatue Employee Agreement become employees of the Joint Venture or arising froma 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 (h) Liabilities with respect to accrued but unused vacation and sabbatical as of the Closing Date for the AMD Prospective Transferred Consumer Care AssetsEmployees and the Fujitsu Prospective Transferred Employees up to the sum of the reserves and accruals for such Liabilities contributed by AMD and Fujitsu, the Consumer Care Businessrespectively, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities as set forth on Schedules 5.26 and 6.26 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything ). The Assumed Liabilities described above that relate to the contrary in this Section 2.6, (i) any liabilities or obligations of AMD Flash Memory Business being assumed by the Companies or any of their Subsidiaries shall not constitute Joint Venture are referred to herein as the “AMD Assumed Liabilities, it being acknowledged ” and agreed the Assumed Liabilities described above 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, relate to the extent relating to the Consumer Care Business; (b) all 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 to 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 Fujitsu Flash Memory Business being assumed by Buyer 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 under applicable Laws in connection with as payment for the Contemplated Transactions; (d) any Taxes for performance of services or the provision of products, which Buyer performance of services or provision of products is responsible under Section 6.1 of this Agreement; (e) any obligations an Assumed Liability hereunder, such Contributing Party shall, or liabilities shall cause its respective Affiliates to, pay over to the extent relating to Joint Venture the Consumer Care Business amounts so received in connection with any Litigationrespect of such Assumed Liability. EXCEPT FOR THE ASSUMED LIABILITIES WHICH ARE HEREBY EXPRESSLY ASSUMED, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer Care Business or the ownershipTHE JOINT VENTURE DOES NOT ASSUME ANY LIABILITIES, useDEBTS, 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleOBLIGATIONS OR DUTIES OF ANY CONTRIBUTING PARTY OF ANY KIND OR NATURE WHATSOEVER.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement, Pechiney Plastics hereby assumes and agrees to pay, fulfill, perform or otherwise discharge when due any and all of the Closingdebts, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its AffiliatesANC (whether fixed or contingent, whether relating matured or unmatured, arising by law or by contract or otherwise, on or prior to periods prior to, on, the date hereof or after hereafter) (the Closing, "Assumed Liabilities") to the extent related relating to the Business or arising from, the Transferred Consumer Care Contributed Assets, the Consumer Care Business, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained liabilities set forth in Section 3.02 below. The Assumed Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), includinginclude, without limitation: (a) any and all obligations and liabilities under the Material Contracts in respect of Environmental Claims relating to which any member or arising out of the Seller Group is a party Business or by which it is bound, to the extent relating to the Consumer Care BusinessContributed Assets; (b) all obligations and liabilities in respect of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included employee and employee benefits matters to the extent set forth in the calculation of Closing Date Net Working CapitalArticle VIII; (c) (i) with 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 Transferred Employees Contributed Assets is or may become subject (other than those relating to, or arising out of, the Company Employeespatent 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) that are employed of this Agreement), arising out of, or relating to, the conduct of the Business, including, without limitation, the litigations set forth in the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 TransactionsSchedule 3.01(c); (d) any Taxes for which Buyer is responsible under Section 6.1 of this Agreementall liabilities and obligations relating to the Contributed Real Property; (e) all letters of credit, guarantees or other financial accommodations which support any obligations Assumed Liabilities or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities;Contributed Assets; and (f) any obligations or all liabilities arising under Environmental Law to of the extent 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 further recognizing that it does not necessarily reflect all contingent liabilities relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleBusiness.

Assumption of Liabilities. Effective as of the Closingdate hereof, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, the TWI Assignee will absolutely and Buyer shall irrevocably assume and thereafter payagree to be liable and responsible to pay when due, perform and discharge when duedischarge, all liabilities 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 obligations 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 Seller and its Affiliatesa TWI Transferred Subsidiary, in which case such TWI Transferred Subsidiary shall be responsible for such TWI Assumed Liabilities), regardless of when or where such TWI Assumed Liabilities arose or arise, or whether relating to periods the facts on which they are based occurred prior to, on, on or after the Closing, subsequent to the extent related to date hereof, regardless of where 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 against whom such Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything are asserted or determined or whether asserted or determined prior to the contrary in this Section 2.6date hereof, (i) and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation or any liabilities or obligations other cause by a Member of the Companies any Group or any of their Subsidiaries respective Subsidiaries, directors, officers, employees or agents or Affiliates. The TWI Assignee hereby agrees (and shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or cause each TWI Transferred Subsidiary) to be bound by all 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 (ii) nothing TWI Partners in this accordance with Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h8.4(h)(v) of the Seller Disclosure SchedulePartnership Agreement, and the TWI Partners agree to be jointly and severally liable with the TWI Assignee and each TWI Transferred Subsidiary for their obligations under the Dissolution Documents. The TWI Assumed Liabilities shall not include the TWI Excluded Taxes.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Closing, neither Seller nor any of its Affiliates Subsidiaries (excluding for the avoidance of doubt the Transferred Entities and the JV Entities) shall have any liability Liability or obligation with respect to, and Buyer or the applicable Buyer Designee shall assume and thereafter satisfy, pay, perform and discharge when due, all liabilities Liabilities and obligations of Seller and or any of its AffiliatesSubsidiaries, whether relating to periods prior to, on, or after the Closing, to the extent (A) primarily related to to, or primarily resulting or arising from, the Transferred Consumer Care Assets, the Consumer Care BusinessTransferred Entities, the JV Entities, the Transferred Rx Product AssetsInterests or the JV Interests, (B) primarily related to, or resulting or arising from, the Rx Product Business and/or past, present or future operation of the Conveyed SitesBusiness, other than 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 (collectivelyLiabilities, the “Assumed Liabilities”) (provided that). For the avoidance of doubt, notwithstanding anything to the contrary Assumed Liabilities shall not in this Section 2.6, (i) any liabilities or obligations event include any of the Companies or any of their Subsidiaries Retained Liabilities and 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitationexpressly include: (a) all obligations and liabilities Liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care BusinessAcquired Contracts; (b) all liabilities accounts payable and other accrued expenses of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be the Business included as a current liability in the calculation of Closing Date Final Net Working CapitalCapital or arising after the Closing; (c) intercompany Liabilities solely between or among Transferred Entities and/or JV Entities; (id) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, all obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 Liabilities that are required to be assumed by Buyer or its Affiliates under applicable Laws in connection with Subsidiaries (including, following the Contemplated Transactions; (dClosing, the Transferred Entities or the JV Entities) any Taxes for which Buyer is responsible under Section 6.1 of this Agreementpursuant to ARTICLE VII; (e) any obligations or liabilities Liabilities, in respect of claims, warranties, guarantees or Actions, whether or not presently asserted, in each case to the extent primarily arising from or relating to the Consumer Care Business in connection with any Litigation, other than Retained LiabilitiesBusiness; (f) any deductible, self-insurance retention, captive insurance program arrangement, obligation under a fronting policy or any other actual out of pocket costs and expenses incurred in respect of the Transferred Coverage as set forth in Section 5.12; (g) any obligations or liabilities Liabilities arising under Environmental Law to of the extent Transferred Entities or the JV Entities, or relating to the ownership or operation of the Consumer Care Business or the ownership, operation, use, possession possession, or condition of the Transferred Consumer Care Assets Assets, or otherwise primarily relating to the Conveyed SitesBusiness, other than Retained Liabilitieswhether occurring or existing prior to, on or after the Closing; (gh) [intentionally left blank]; (i) any obligations or Liabilities, whether in contract, tort, strict liability or under any other theory, to the Assumed Rx Liabilitiesextent arising from products primarily sold or services primarily rendered by the Business; (j) all obligations and Liabilities under the Acquired Employee Contracts; and (hk) the obligations and liabilities Liabilities set forth in Section 2.6(h2.05(k) of the Seller Disclosure ScheduleSchedules.

Assumption of Liabilities. Effective (a) At the USVI Closing and effective as of the ClosingUSVI Effective Time, subject to the terms and conditions set forth in this USVI Purchase Agreement, Seller will assign, and Purchaser will assume and will, as they become due, pay, perform 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, 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 Seller Purchaser nor any of its Affiliates shall have will assume any liability or obligation with respect toof Seller or any of its Affiliates under this USVI Purchase Agreement, and Buyer Seller and its Affiliates shall assume retain all of its and thereafter pay, perform and discharge when due, all their other liabilities and obligations that are not Assumed Liabilities, including those arising (whether before or after the USVI Effective Time) from (i) the operation of the Business, the operation of the Branches, the administration of the Purchased Assets or the administration of the Assumed Liabilities, in each case of the foregoing, during the period prior to the USVI Effective Time, including as a result of any act or omission by Seller and its Affiliates, whether relating to periods Affiliates prior to, on, or after the Closing, to the extent related to USVI Effective Time; (ii) Pre-Closing Taxes; (iii) (A) any Employee Plan or arising from, (B) any liability or obligation expressly retained by Seller under this USVI Purchase Agreement (including under Section 7.1(e)) and (iv) 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 Excluded Assets (collectively, the “Assumed Excluded Liabilities”) (provided that); provided, notwithstanding anything to the contrary in this Section 2.6however, (i) that “Excluded Liabilities” will not include any liabilities or obligations to the extent arising from Purchaser’s operation of the Companies Business, 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 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 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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) its Affiliates 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer Care Business or Business, the ownership, use, possession or condition operation of the Transferred Consumer Care Branches, the administration of the Purchased Assets or the Conveyed Sites, other than Retained Liabilities; (g) administration of the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth , in Section 2.6(h) each case of the foregoing, prior to the USVI Effective Time, in which case Seller Disclosure Scheduleshall be liable in respect of such matter only up to the USVI Effective Time.

Assumption of Liabilities. Effective as On the Closing Date, Practice shall assume all of the Closingunpaid accounts payable, neither Seller nor any debts, salary, wages, employee benefit obligations, paid-time off obligations and other obligations of the PainCare Sub in connection with the performance of its Affiliates shall have any liability obligations under the Management Services Agreement and Employee Lease Agreement dated April 29, 2004 (the “Employee Lease Agreement”) arising in the ordinary course of business and consistent with past practices which are or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 may become owing (collectively, collectively the “Assumed Liabilities”) (provided that). In addition, notwithstanding anything to Practice shall assume the contrary in this Section 2.6, (i) any liabilities or obligations 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 applicableliabilities, of the Companies duties and responsibilities, including any liability for payments which are or their applicable Subsidiaries immediately may become owing on and after the ClosingClosing Date, under and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) any and all obligations and liabilities under the Material Contracts agreements to which any member of Practice or the Seller Group PainCare Sub is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 operation or management of Practice (the “Assumed Contracts”) and such other than leases, subleases, assumption of leases and similar arrangements of the Company EmployeesPainCare Sub related to personal property utilized in Practice’s practice operations. Practice shall assume the Assumed Liabilities and Assumed Contracts and hereby releases the Sellers from any and all continuing and further obligations or liabilities related to or arising from (i) that are employed the Assumed Liabilities or (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 United Statesform attached hereto as Exhibit 2(c)(i), obligations evidencing Practice’s assumption of the Assumed Liabilities, (ii) an Assignment and liabilities Assumption of Seller Contracts Agreement in the form attached as Exhibit 2(c)(ii), evidencing Practice’s assumption of all of the Assumed Contracts and its Affiliates leases (other than the Companies or their Subsidiaries) relating to vacation and sick leaveexcept for real property leases), and (iiiii) for the practice locations, the Practice will enter into a new lease evidencing PainCare’s release from any costs, expense, claim or liability with respect to the Transferred Employees (existing real property lease and evidencing Practice’s obligation of a new lease for the Practice locations. The Purchasers hereby further agree that they shall execute any further documents, assignments or assurances in law or do any other than thing that is reasonably necessary, desirable or proper in order for any third party to fully release the Company Employees) that are employed in a jurisdiction other than the United States, Sellers from any further continuing liabilities or 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 Assumed Liabilities 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleContracts.

Assumption of Liabilities. Effective as of At the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (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 Material AMFM Contracts to which any member of the Seller Group is a party or by which it is bound, insofar as they relate to the extent relating to time on and after the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; (c) and arise out of events which occur after the Closing Date. Except as expressly provided in this Agreement, Bison shall not assume or become obligated to perform any debt, liability or obligation of AMFM whatsoever, including but not limited to (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 to 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 under any Litigation, Contract other than Retained Liabilities; the AMFM Contracts, (fii) any obligations or liabilities arising under Environmental Law to the extent AMFM Contracts relating to the ownership period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Consumer Care Business AMFM Station prior to the Closing Date, (iv) any insurance policies of AMFM, (v) any obligations or the ownership, use, possession liabilities of AMFM arising under capitalized leases or condition other financing agreements except as set forth on Schedule 4.14 of the Transferred Consumer Care AMFM Disclosure Schedules, (vi) any obligations or liabilities of AMFM under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (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 Conveyed Sitesoperations of the AMFM Station on or prior to the Closing Date, other than Retained Liabilities; (gix) any obligations or liabilities relating to the Assumed Rx Liabilities; and AMFM Excluded Assets, or (hx) any obligations or liabilities (A) arising out of or related to activities, events or transactions occurring, or conditions existing, on or prior to the Closing Date, or (B) caused by, arising out of, or resulting from any action or omission of AMFM on or prior to the Closing Date. All such obligations and liabilities shall remain and be the obligations and liabilities set forth in Section 2.6(h) solely of the Seller Disclosure ScheduleAMFM.

Assumption of Liabilities. Effective 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 of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all the following liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) and no other liabilities, the assumption of such liabilities to be effective as of the Effective Time: (provided thata) Liabilities that arise out of the ownership or use by Purchaser and its Subsidiaries of, notwithstanding anything 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 contrary 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 this Section 2.6Schedule 2.9 to the extent (but only to the extent), if any, that such facts and circumstances continue or recur (and relate to periods) after the Effective Time and arise out of the ownership or use by Purchaser and its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries or rights under, the Purchased Assets or the operation of the Business by Purchaser and its 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) any liabilities or obligations of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations if termination occurs more than thirty six (other than Retained Liabilities36) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately months after the ClosingEffective 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) nothing 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 this each case, in accordance with the provisions of Section 2.6 shall affect Buyer’s rights pursuant to Article X5.7(g), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; (c) other Liabilities in respect of the Continuing Employees for events occurring, and for employment periods, after the Effective Time (iit 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 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 to 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;omitted portions. (d) any Liabilities for Taxes for which Buyer Purchaser is responsible under liable pursuant to Section 6.1 of this Agreement5.6; (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 obligations Assigned Contract or liabilities any lease or sublease underlying any of the Assigned Leasehold and Subleasehold Interests occurring prior to the extent relating 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 Subsidiaries), such Liabilities shall be limited as provided under the Consumer Care Business in connection with any Litigation, other than Retained Liabilitiesapplicable Real Property Transfer Agreement or the applicable provisions of the Transition Services Agreement or related statement of work; (f) Liabilities that arise out of the use by Purchaser or any obligations of its Affiliates or liabilities arising under Environmental Law 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 extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities;Intellectual Property License Agreements; and (g) Liabilities in respect of any Action or Proceeding or claim to the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth extent arising out of, relating to, or otherwise in Section 2.6(h) respect of Purchaser’s or its Subsidiaries’ operation of the Seller Disclosure ScheduleBusiness or ownership of the Purchased Assets after the Effective Time.

Assumption of Liabilities. Effective as On the Closing Date, Purchaser shall assume all of the Closingunpaid debts, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities bills and obligations of Seller and its Affiliates, whether relating to periods prior to, onthe Sellers arising from or 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 ClosingClosing Date, 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 including without limitation those liabilities set forth on those certain financial statements attached hereto as Exhibit 2(e)(i) (collectively, collectively the “Assumed Liabilities”) (provided thatand assume the obligations, notwithstanding anything 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 contrary operation or 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 this Section 2.6, 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 liabilities related to or arising from (i) any liabilities the Assumed Liabilities or obligations (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 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 (ii) nothing an Assignment and Assumption of Contracts Agreement, if necessary, in this Section 2.6 shall affect Buyer’s rights pursuant to Article Xthe form attached as Exhibit 2(e)(iv), including, without limitation: (a) evidencing Purchaser’s assumption of all obligations and liabilities under the Material Contracts to which any member of the Seller Group 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 a reasonably necessary, desirable or proper in order for any third party to fully release the Sellers from any further continuing liabilities or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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) Assumed Liabilities or Assumed Contracts. Additionally, Purchaser agrees to assume all obligations, liabilities, duties and responsibilities arising out of any Taxes for which Buyer investigations, audits, demands, claims, damages, fines, or penalties incurred by the Acquisition Company arising any actions taken against the Acquisition Company and/or is responsible under Section 6.1 of this Agreement; (e) predecessors or successors in interest by any obligations government funded health care benefit program or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations commercial or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Scheduleprivate third party payor.

Assumption of Liabilities. Effective as of (a) Upon the Closingterms and subject to the conditions set forth herein, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and at the Closing Buyer shall assume from Seller (and thereafter pay, perform perform, discharge or otherwise satisfy in accordance with their respective terms), and discharge when dueSeller shall irrevocably convey, all liabilities transfer and obligations assign to Buyer, only the following Liabilities of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (i) any liabilities or obligations Liabilities of Seller reflected on the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations Closing Working Capital Statement finally determined in accordance with Section 1.6; (ii) Liabilities arising after the Closing under the Assigned Contracts (other than Retained Liabilities arising out of or 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 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 personal time, to the extent provided 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 liabilities or obligationssole responsibility of and shall be retained, as applicablepaid, performed and discharged solely by Seller. Without limiting the generality of the Companies or their applicable Subsidiaries immediately after the Closingforegoing, and (ii) nothing in this Section 2.6 “Excluded Liabilities” shall affect Buyer’s rights pursuant to Article X), includinginclude, without limitation: (ai) 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 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 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 liabilities 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 Material Contracts Closing to which the extent arising out of or relating to any member 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 Group is a party or by which it is boundto 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 Consumer Care 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; (bxvii) all liabilities Liabilities to the extent covered by insurance policies of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included Seller in effect prior to the calculation of Closing Date Net Working CapitalClosing; (cxviii) (i) with respect Liabilities arising out of any Proceeding pending as of the Closing, except for Liabilities to the Transferred Employees (other than extent such Liabilities relate to any act or omission of Buyer after 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 to 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 TransactionsClosing Date; (dxix) Liabilities arising out of any Taxes for which Buyer is responsible 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 Seller’s compliance or noncompliance with any Requirement of Law or Court Order or order of any Governmental Authority; (xxii) Liabilities of Seller under Section 6.1 of this Agreement or any Seller Transaction Agreement; (exxiii) any obligations Liabilities of Seller based upon Seller’s acts or liabilities to omissions occurring after the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 LiabilitiesClosing; and (hxxiv) Liabilities arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a product (or component part thereof), Seller shall retain such Liabilities to the obligations and liabilities set forth extent that the product was manufactured or produced on or prior to the Closing Date; and (B) With respect to exposure to asbestos in a Facility, Seller shall retain such Liabilities to the extent that the exposure to asbestos occurred on or prior to the Closing Date. This Section 2.6(h1.2(b)(xxiv) of the Seller Disclosure Scheduleshall not apply to claims for exposure to asbestos under workers compensation Laws.

Assumption of Liabilities. Effective as (a) On the terms and subject to the conditions, including Section 6.2, set forth in this Agreement, on the Closing Date, the debts, liabilities and obligations of the Closing, neither Seller nor any 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 its Affiliates Assets to it and shall have any liability or obligation be assumed by the Partnership in connection with respect tothe transfer of Assets to it, and Buyer shall assume and thereafter the Partnership agrees to pay, perform and discharge when dueall such debts, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or when due: (i) All obligations arising after the Closing, Closing Date under the Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent related to that such obligation arises out of a violation of such Contract 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything Lease prior to the contrary in this Section 2.6, (i) any liabilities or obligations 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 Closing Date; (ii) nothing All obligations under purchase orders accepted by the Contributor or its Contributed Subsidiaries in this Section 2.6 shall affect Buyer’s rights pursuant the ordinary course of business of the Contributed Business prior to Article Xthe 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, includingof every kind and nature, without limitation: (a) all obligations and liabilities under , arising out of, in connection with or related to the Material Contracts to which any member ownership, operation or use after the Closing Date of the Seller Group is a party Assets or by which it is bound, to the extent relating to the Consumer Care Contributed Business; (bv) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in Seven Year PCCL Claims to the calculation of Closing Date Net Working Capitalextent the aggregate thereof does not exceed $7,000,000; (cvi) (i) with respect to the Transferred Employees (other than the Company Employees) Third Party Claims that are employed in the United States, obligations related to Pre-Closing Contingent Liabilities and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 first asserted seven years or more after 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 TransactionsClosing Date; (dvii) any Taxes The obligations for which Buyer is responsible under Section 6.1 of this Agreementindebtedness described on Schedule 2.5(a)(vii); (eviii) any obligations or liabilities [For Millennium: Subject to Section 2.8(g), all Liabilities associated with the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained LiabilitiesAssumed Plan] [for Lyondell: [Reserved]]; (fix) any obligations or liabilities arising under Environmental Law to All Liabilities associated with products sold after the extent relating to the ownership or operation Closing Date regardless of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilitieswhen manufactured; (gx) the Assumed Rx LiabilitiesThe long-term liabilities set forth on Schedule 2.5(a)(x); and (hxi) Any other Liability specifically assumed by the Partnership pursuant to the terms of this Agreement. The liabilities and obligations and liabilities set forth in assumed by the Partnership pursuant to this Section 2.6(hare 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 Seller Disclosure ScheduleAssumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Effective 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 of otherwise provided in Section 6.8, Section 6.10 or Article VIII, Purchaser agrees, effective at the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall to assume and thereafter shall agree to pay, perform and discharge when due, all liabilities and obligations of Seller and its AffiliatesLiabilities (whether known or unknown, whether relating to periods prior tofixed, onabsolute, matured, unmatured, accrued or contingent, now existing or arising after the 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 date hereof) (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation:of (a) all obligations the Conveyed Entities and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities Seller and/or its Subsidiaries arising out of Scheringthe operation or conduct of the Terminal Operations (including Liabilities in respect of which Seller has an undivided fifty percent (50%) interest as tenant-Plough Canadain-common by virtue of its ownership of the Syracuse Interest) including, Inc. for accounts payablebut not limited to, which liabilities shall be included in the calculation of Closing Date Net Working Capital;following: (c) (i) all Liabilities with respect to the Transferred Employees 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 the Company Employees) that are employed in the United States, obligations ORVR Upgrade Liabilities and liabilities of Taxes for which Seller and its Affiliates (other than the Companies or their Subsidiaries) relating is responsible pursuant to vacation and sick leave, and Section 6.10 and/or Section 8.2(d); (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) all Liabilities relating to vacationAffected Employees, holiday payarising on or after the Closing Date, 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 except as otherwise expressly provided 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 Liabilities6.8; and (hiii) all Liabilities of Seller or any of its Subsidiaries under the obligations and liabilities set forth Permitted Liens relating to the Terminal Operations (other than Liens described in Section 2.6(hclause (b) of the Seller Disclosure Scheduledefinition of “Permitted Liens”).

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement, on the ClosingClosing Date, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter agree to pay, perform and discharge when due, all due only the following liabilities and obligations of the Seller and its Affiliates, whether relating to periods prior to, on, or after (the 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 (collectively, the “"Assumed Liabilities”") (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitationno others: (a) all liabilities and obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or in respect of (i) accounts payable and accrued expenses, (ii) accrued salaries and payroll taxes for the then current payroll period and (iii) capitalized lease obligations arising under the Assumed Contracts which, pursuant to generally accepted accounting principles applied consistently with the preparation of the 1997 Financial Statements (as defined in Section 2.1(f) hereof), 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 the type described in clauses (i) and (ii) above incurred by which it is boundthe Seller since September 30, 1998 for goods and services received by the Business in the ordinary course (exclusive of any such liabilities in respect of personal expenses of the stockholders of the Company since the date thereof) to the extent relating extent, and only to the Consumer Care Business;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 (iii) above exceed, in the aggregate, the sum of [******] PLUS any Adjustment Amount payable pursuant to Section 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) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedulefor performance after the Closing Date under the Assumed Contracts.

Assumption of Liabilities. Effective as of From and after the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and the Buyer shall assume and thereafter the Buyer hereby agrees to pay, perform and discharge when due, all the following liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, to Sellers (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 (collectively, the “"Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation:"): (a) all obligations Liabilities of any of the Sellers shown or reflected in the Seller Balance Sheet which directly relate to the Purchased Assets and liabilities remain unpaid at the time of Closing, other than Liabilities arising (i) prior to the Petition Date or the International Petition Date, as applicable, or (ii) under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care BusinessCredit Agreement; (b) all liabilities Liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included any of the Sellers directly relating to the Business and arising in the calculation ordinary course of Closing business (i) on or after the Balance Sheet Date Net Working Capitaluntil the date hereof or (ii) on or after the date hereof to the extent permitted by Section 6.1; (c) (i) 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 the Transferred Union Employees (other than the Company Employeesand Assumed Collective Bargaining Agreements, which are provided for in Sections 2.5(d) that are employed in the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (iie) 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 Transactionsbelow; (d) any Taxes for which Buyer is responsible under Section 6.1 all Liabilities of this Agreementthe Sellers with respect to Union Employees to the extent expressly provided in Article VII; (e) any obligations or liabilities all Liabilities of the Sellers under the Assumed Collective Bargaining Agreements to the extent relating to the Consumer Care Business expressly provided in connection with any Litigation, other than Retained LiabilitiesArticle VII; (f) all Liabilities of any obligations or liabilities of the Sellers arising under Environmental Law to the extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained LiabilitiesPermitted Closing Liens; (g) all Liabilities of the Assumed Rx LiabilitiesSellers relating to Advance Ticket Sales to the extent set forth on the Post-Closing Advance Ticket Sales Statement, regardless of when such Liabilities arose; and (h) all other Liabilities arising on or after the obligations and liabilities set forth in Section 2.6(h) Closing Date with respect to the operation of the Seller Disclosure ScheduleBusiness from and 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, discharge or be responsible for any of the Excluded Liabilities. The provisions of this Section 2.5 shall survive the Closing.

Assumption of Liabilities. Effective as of (a) Upon the Closingterms and subject to the conditions set forth herein, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and at the Closing Buyer shall assume from Seller (and thereafter pay, perform perform, discharge or otherwise satisfy in accordance with their respective terms), and discharge when dueSeller shall irrevocably convey, all liabilities transfer and obligations assign to Buyer, only the following Liabilities of Seller and its Affiliates, whether (the "Assumed Liabilities"): (i) Liabilities 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 periods any act or omission that occurred prior to, on, or 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 personal time, to the extent related provided 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 arising frombelow on Attachment 4 to the Special Business Provisions (Sustaining), the Transferred Consumer Care AssetsSpecial 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 Consumer Care Businessextent 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 Transferred Rx Product Assets, extent that the Rx Product Business and/or exposure to asbestos occurred after the Conveyed Sites, 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 Retained "Assumed Liabilities." All Liabilities of Seller other than the Assumed Liabilities (collectively, the “Assumed "Excluded Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 obligationssole responsibility of and shall be retained, as applicablepaid, performed and discharged solely by Seller. Without limiting the generality of the Companies or their applicable Subsidiaries immediately after the Closingforegoing, and (ii) nothing in this Section 2.6 "Excluded Liabilities" shall affect Buyer’s rights pursuant to Article X), includinginclude, without limitation: (ai) all obligations and liabilities under the Material Contracts to which any member Liabilities for Income Taxes of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care BusinessSeller; (bii) all liabilities Liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included Seller in the calculation respect of Closing Date Net Working Capitaltransaction costs payable by it pursuant to Section 11.10 hereof or otherwise; (ciii) (i) with respect Liabilities of Seller not arising out of or related to the Transferred Employees (other than Business or 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 to 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 TransactionsAssets; (div) any Taxes for which Buyer is responsible under Section 6.1 Liabilities of this Agreement; (e) any obligations or liabilities Seller related to the extent relating to the Consumer Care Business in connection with any Litigationall Benefit Plans, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities except as set forth in Section 2.6(h6.2; (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 Disclosure Schedule.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 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);

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, Purchaser I agrees, effective as of the Closingclose of business on the Closing Date, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall to assume and thereafter pay, perform to satisfy and discharge when duedue only the following Assumed Liabilities from Seller I, all liabilities and obligations Purchaser II agrees, effective as of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closingclose of business on the Closing Date, to assume and to satisfy and discharge when due only the extent related to or arising fromfollowing Assumed Liabilities from Seller II. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, the Transferred Consumer Care AssetsPARENT AND PURCHASERS SHALL NOT ASSUME, the Consumer Care BusinessAND PARENT AND PURCHASERS SHALL NOT IN ANY MANNER BECOME LIABLE FOR, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, the ANY LIABILITIES OR OBLIGATIONS OF SELLERS OF ANY KIND OR NATURE OTHER THAN THE ASSUMPTION BY PURCHASERS OF THE ASSUMED LIABILITIES. The term “Assumed Liabilities”) (provided that, notwithstanding anything to Liability” means the contrary Liabilities described in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: clauses (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; through (c) (i) of this Section 1.4, and only the Liabilities described in such clauses; provided, however, that with respect to the Transferred Employees Liabilities described in clauses (other than the Company Employeesa) that are employed through (c) of this Section 1.4, except for Liabilities included in the United StatesClosing Statement of Specified Assets and Liabilities, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 term “Assumed Liability” shall only include such Liabilities to the extent arising out of, or relating to the Consumer Care Business or otherwise in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to respect of the ownership or operation use of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Purchased Products and Related Assets or the Conveyed Sites, other than Retained Liabilities; (g) operation or the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) conduct of the Seller Disclosure Schedule.Business from and after the close of business on the Closing Date, and shall not include any portion of such Liabilities that arise out of, relate to or are otherwise in respect of Liabilities incurred prior to the close of business on the Closing Date, or 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 Section 1.4, the term “Assumed Liability” shall only include the following Liabilities:

Assumption of Liabilities. Effective as On the Closing Date, Practice shall assume all of the Closingunpaid accounts payable, neither Seller nor any debts, salary, wages, employee benefit obligations, paid-time off obligations and other obligations of the PainCare Sub in connection with the performance of its Affiliates shall have any liability obligations under the Management Services Agreement and Employee Lease Agreement dated October 1, 2005 (the “Employee Lease Agreement”) arising in the ordinary course of business and consistent with past practices which are or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, may become owing 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 vendors expressly identified on Exhibit 2(e)(i) attached hereto (collectively, collectively the “Assumed Liabilities”), except for those accounts payable and other debts listed in Exhibit 2(e)(ii) (provided thatthe “PainCare’s Accounts Payable”). In addition, notwithstanding anything to Practice shall assume the contrary in this Section 2.6, (i) any liabilities or obligations 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 applicableliabilities, of the Companies or their applicable Subsidiaries immediately duties and responsibilities, including any liability for payments arising on and after the ClosingClosing Date, under and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) any and all obligations and liabilities under the Material Contracts agreements to which any member of Practice or the Seller Group PainCare Sub is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 operation or management of Practice (the “Assumed Contracts”) and such other than leases, subleases, assumption of leases and similar arrangements of the Company EmployeesPainCare Sub related to real property utilized in Practice’s practice operations. Practice shall assume the Assumed Liabilities and Assumed Contracts except for PainCare’s Accounts Payable and hereby releases the Sellers from any and all continuing and further obligations or liabilities related to or arising from (i) that are employed the Assumed Liabilities or (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 United Statesform attached hereto as Exhibit 2(e)(iii), obligations evidencing Practice’s assumption of the Assumed Liabilities, (ii) an Assignment and liabilities Assumption of Seller and its Affiliates Contracts Agreement in the form attached as Exhibit 2(e)(iv), evidencing Practice’s assumption of all of the Assumed Contracts (other than the Companies or their Subsidiaries) relating to vacation and sick leaveexcept for real property leases), and (iiiii) with respect for the practice locations, 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 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 Transferred Employees (other than the Company Employees) that are employed in a jurisdiction other than the United States, Sellers from any further continuing liabilities or 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 Assumed Liabilities 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleContracts.

Assumption of Liabilities. Effective (a) On the terms and subject to the conditions, including Sections 1.7 and 5.2, set forth in this Agreement, effective as of the ClosingAsset Transfer Effective Time, neither Seller nor any the debts, liabilities and obligations of its Affiliates Contributor set forth in this Section 1.5 shall have any liability or obligation be assumed by the Partnership in connection with respect tothe transfer of Assets to it, and Buyer shall assume and thereafter the Partnership agrees to pay, perform and discharge when dueall such debts, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, when due: (i) All obligations arising on or after the Closing, Asset Transfer Effective Time under the Contributed Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent related to that such obligation arises out of a violation of such Contributed Contract 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything Lease prior to the contrary in this Section 2.6, (i) any liabilities or obligations 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 Asset Transfer Effective Time; (ii) nothing All obligations under purchase orders accepted by Contributor in this Section 2.6 shall affect Buyer’s rights pursuant the ordinary course of business of the Contributed Business prior to Article X)the Asset Transfer Effective Time that are assigned to the Partnership hereunder and that are not filled as of the Asset Transfer Effective Time, includingbut only to the extent not filled; (iii) Trade Accounts Payable; (iv) All obligations and liabilities, of every kind and nature, without limitation: (a) all obligations and liabilities under , arising out of, in connection with or related to the Material Contracts to which any member ownership, operation or use on or after the Asset Transfer Effective Time of the Seller Group is a party Assets or by which it is boundthe Contributed Business, except for HSE Claims that are related to Pre-Closing Liabilities and that arise out of the extent relating to Partnership's status after the Consumer Care Asset Transfer Effective Time as an owner or operator of the Assets or the Contributed Business; (bv) all liabilities of ScheringExcept for HSE Claims, Exposure Claims and Product Exposure Claims, any Third Party Claims that are related to Pre-Plough Canada, Inc. for accounts payable, which liabilities shall be included in Closing Liabilities and that are first asserted ten years or more after the calculation of Closing Date Net Working CapitalAsset Transfer Effective Time; (cvi) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, The obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 Transactionsfor Indebtedness described on Schedule 1.5(a)(vi); (dvii) any Taxes for which Buyer is responsible under Section 6.1 All Liabilities associated with products sold by the Partnership after the Asset Transfer Effective Time regardless of this Agreementwhen manufactured; (eviii) any obligations Any Product Exposure Claims that are first asserted 20 years or liabilities to more after the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained LiabilitiesAsset Transfer Effective Time; (fix) any obligations Any HSE Claims that are related to Pre-Closing Liabilities and that are first asserted ten years or liabilities arising under Environmental Law to more after the extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained LiabilitiesAsset Transfer Effective Time; (gx) the Assumed Rx LiabilitiesThe long-term Liabilities set forth on Schedule 1.5(a)(x); and (hxi) Any other Liability specifically assumed by the Partnership pursuant to the terms of this Agreement. The liabilities and obligations and liabilities set forth in assumed by the Partnership pursuant to this Section 2.6(hare 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 Seller Disclosure ScheduleAssumed Liabilities substantially in the form attached hereto as Exhibit F (the "Partnership Assumption Agreement").

Assumption of Liabilities. Effective as of At Closing the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer Successor shall assume and thereafter agree to pay, discharge or perform and discharge when due, all 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 Seller personal property and its Affiliatesequipment, and contracts or agreements with vendors providing services to the Business after the Closing Date; d. All obligations with respect to the factored accounts receivable of the Predecessor. e. The successor company has been totally made aware by the predecessor company of 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 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 responsible for, any liabilities, obligations or debts of Predecessor, whether relating to periods prior toaccrued, onabsolute, contingent or otherwise, arising before or after the Closing, . h. Purchasing loan on the property of ………………. (Property A) from …………. amounting to Rs. …………. is outstanding as on ……….. EMI is deducted on the extent related …… of each month and the Balance outstanding installments will be paid by the successor company. i. Purchasing loan on the property of Property B from …………….. amounting to or arising from, Rs. ………… is outstanding as on ………... EMI is deducted on the Transferred Consumer Care Assets, ……… of each month and the Consumer Care Business, Balance outstanding installments will be paid by the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedulesuccessor company.

Assumption of Liabilities. Effective At and as of each applicable Effective Time, the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer Purchaser shall assume and thereafter agree to pay, perform perform, discharge and discharge satisfy when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after due in accordance with their respective terms the 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 following Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation:): (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care BusinessLiabilities described on Schedule 2.3(a); (b) the Liabilities and commitments of the Seller or any Seller Party (i) under all liabilities Assigned Contracts, the Real Property Leases and the Tenant Leases assigned at such Effective Time and (ii) in connection with the Purchased Assets and the operation of Schering-Plough Canadathe Business at the Transferred Facility, Inc. for accounts payable, which liabilities shall be included in each case with respect to foregoing clauses (b) and (b) arising on and after the calculation of Closing Date Net Working Capitalapplicable Effective Time; (c) (i) all Liabilities of the Seller or any Seller Party under the terms and conditions of the Assigned Licenses arising with respect to the Transferred Employees (other than period on and after 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 to 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 TransactionsEffective Time; (d) any Taxes for which Buyer is responsible 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 Liabilities assumed by the Purchaser pursuant to the provisions of Section 6.1 of this Agreement6.6 and Section 6.7; (e) any obligations or liabilities Taxes with respect to the extent relating to operation of the Consumer Care Business at the Transferred Facility for any periods (or portions thereof) beginning on and after the applicable Effective Time and, in connection accordance with any LitigationSection 6.2(d), other than Retained Liabilities;one-half of all Transfer Taxes; and (f) any obligations or liabilities arising under Environmental Law to the extent relating included in Working Capital, all Accounts Payable and all accrued expenses related exclusively to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of at the Transferred Consumer Care Assets or Facility (including all accrued wages, accrued bonuses, vacation and paid time off entitlement for the Conveyed Sites, Purchaser Employees and any other than Retained Liabilities; (g) the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure Scheduleaccrued amounts payable to Purchaser Employees).

Assumption of Liabilities. Effective At the Completion, Purchaser shall assume and agree to pay and perform and discharge the following obligations and liabilities of Limited as of the ClosingCompletion Date, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, but only 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 specifically set forth below (collectively, the “"Assumed Liabilities”"): (a) (provided thatThose current trade payables of Limited set forth on Schedule 2.2(a) in an aggregate amount not to exceed US$529,066.95, notwithstanding anything to which shall exclude, for the contrary in this Section 2.6avoidance of doubt, (i) any liabilities or obligations of rent payable to Oxford and City Holdings Limited (the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities"Landlord") pursuant to the real estate lease (the "London Lease") between Limited and the Landlord for premises located at 33 Cavendish Square, it being acknowledged and agreed that such liabilities or obligations London (other than Retained Liabilities) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing"Premises"), and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Businesstrade payabxxx xx Xxxxxxx xxxxx xx [***]; (b) all Accrued liabilities with regard to rent due under the London Lease for the month of Schering-Plough CanadaMarch, Inc. for accounts payable, which liabilities shall be included 2006 in the calculation of Closing Date Net Working Capitalan amount not to exceed US$40,000; (c) (iThose accrued liabilities of Limited set forth on Schedule 2.2(c) with respect to current employees of Limited in the Transferred 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 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 Company EmployeesPension Plan) that are employed in 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 United States, obligations and Completion Date); (e) Current liabilities of Seller Limited for VAT and its Affiliates 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 (other than f) All liabilities under the Companies or their Subsidiaries) London Lease that solely relate to periods following the Completion Date, provided, however, that Purchaser shall not be required to pay and discharge any liability for rent payable under the London Lease relating to vacation and sick leaveany 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 (ii) with respect nothing in this Agreement shall pass to the Transferred Employees Purchaser, or shall be construed as acceptance by the Purchaser of, any Liability (other than including, without limitation the Company EmployeesExcluded Liabilities) that are employed in a jurisdiction other than which otherwise is not specifically assumed by the United States, obligations and liabilities of Seller and its Affiliates Purchaser under this Agreement (other than the Companies including Assumed Liabilities) 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure SchedulePurchaser by law.

Assumption of Liabilities. Effective as (a) On the terms and subject to the conditions, including Section 6.2, set forth in this Agreement, on the Closing Date, the debts, liabilities and obligations of the Closing, neither Seller nor any 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 its Affiliates Assets to it and shall have any liability or obligation be assumed by the Partnership in connection with respect tothe transfer of Assets to it, and Buyer shall assume and thereafter the Partnership agrees to pay, perform and discharge when dueall such debts, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or when due: (i) All obligations arising after the Closing, Closing Date under the Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent related to that such obligation arises out of a violation of such Contract 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything Lease prior to the contrary in this Section 2.6, (i) any liabilities or obligations 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 Closing Date; (ii) nothing All obligations under purchase orders accepted by the Contributor or its Contributed Subsidiaries in this Section 2.6 shall affect Buyer’s rights pursuant the ordinary course of business of the Contributed Business prior to Article X)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, includingof every kind and nature, without limitation: (a) all obligations and liabilities under , arising out of, in connection with or related to the Material Contracts to which any member ownership, operation or use after the Closing Date of the Seller Group is a party Assets or by which it is bound, to the extent relating to the Consumer Care Contributed Business; (bv) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in Seven Year PCCL Claims to the calculation of Closing Date Net Working Capitalextent the aggregate thereof does not exceed $7,000,000; (cvi) (i) with respect to the Transferred Employees (other than the Company Employees) Third Party Claims that are employed in the United States, obligations related to Pre-Closing Contingent Liabilities and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 first asserted seven years or more after 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 TransactionsClosing Date; (dvii) any Taxes The obligations for which Buyer is responsible under Section 6.1 of this Agreementindebtedness described on Schedule 2.5(a)(vii); (eviii) any obligations or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities[Reserved]; (fix) any obligations or liabilities arising under Environmental Law to All Liabilities associated with products sold after the extent relating to the ownership or operation Closing Date regardless of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilitieswhen manufactured; (gx) the Assumed Rx LiabilitiesThe long-term liabilities set forth on Schedule 2.5(a)(x); and (hxi) Any other Liability specifically assumed by the Partnership pursuant to the terms of this Agreement. The liabilities and obligations and liabilities set forth in assumed by the Partnership pursuant to this Section 2.6(hare 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 Seller Disclosure ScheduleAssumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. Effective 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 of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, will timely perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, to the extent related to or arising fromin accordance with their respective terms, 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 following Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation:): (a) all obligations and liabilities under the Material Contracts to which Liabilities of any member of the Seller Group is a party kind or by which it is bound, character to the extent relating to resulting from, arising out of or in connection with the Consumer Care Businessuse, operation, possession or ownership of or interest in the Purchased Assets and/or the Business after the Closing Date; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capitalany Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) (i) with respect to all Liabilities of the Transferred Employees (other than Sellers under the Company Employees) Purchased Contracts that are employed in arise on or after the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 TransactionsClosing Date; (d) all Liabilities under all Laws arising from the Purchased Assets and the operation of the Business that arise on or after the Closing Date including those arising out of or relating to (i) the Transferred Permits/Licenses, (ii) any Taxes for which Buyer is responsible under Section 6.1 mine operation or safety compliance matters related to the condition of this Agreementthe Purchased Assets or the mining areas of the Business, (iii) 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) any obligations all Liabilities under all Laws arising out of or liabilities to the extent relating to Reclamation Liabilities of the Consumer Care Business in connection with any Litigation, other than Retained Liabilitiesor the Purchased Assets; (f) any obligations or liabilities arising under Environmental Law all Liabilities for all (i) Transfer Taxes, (ii) Assumed Non-Income Taxes, and (iii) Non-Income Taxes that are allocated to the extent relating Purchaser pursuant to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained LiabilitiesSection 10.4(a); (g) all Trade Payables arising (i) after the Assumed Rx LiabilitiesPetition Date that remain unpaid as of the Closing Date, with an aggregate face value equal to the lesser of (x) all such Trade Payables as of the Closing Date and (y) $20,000,000 and (ii) after the Closing Date; and (h) all Liabilities to the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure Scheduleextent specifically listed on Schedule 2.3.

Assumption of Liabilities. Effective (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 by FCNY after the Closing, 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 all 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 BHP's usual and customary employment policies, 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 BHP relating to: (i) Any healthcare services provided prior to the Closing. (ii) Leases for BHP's offices in Syracuse, Albany, Melville, White Plains and New York City, New York, except to the extent that FCNY elects to assume any obligations with respect thereto pursuant to Section 11.1 hereof. (iii) Liabilities or obligations owed to shareholders or former shareholders of BHP or COASTAL. (iv) Inter-company indebtedness of any kind or nature owed by BHP to COASTAL. (v) Taxes, interest or penalties due to any taxing authority or Regulatory Entities with respect to periods ending on or before the Closing Date, other than transfer or similar taxes imposed as a result of consummation of the transaction contemplated hereby, the Responsibility for which shall be shared as provided in Section 2.6 hereof. (vi) Obligations to make payments under the divestiture bonus plan established by BHP. (vii) Any other liabilities whatsoever relating to the operation of BHP or BHP's health plan through the time of the Closing, neither Seller nor any including claims or litigation arising, or based upon acts or omissions occurring or failing to occur, prior to the Closing (irrespective of its Affiliates shall have any liability whether such claims were threatened or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods asserted prior to, on, or after subsequent to the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. Effective as (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, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities and obligations ) of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, Affiliates with respect 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 Cxxxxx Venture (collectively, the “Assumed Liabilities”) as provided in an assumption agreement to be delivered by Purchaser to Seller at the Closing, such assumption agreement to be in the form attached hereto as Exhibit A (provided thatthe “Assumption Agreement”). The Assumed Liabilities shall include, notwithstanding anything without limitation, any such obligations and liabilities with respect to the contrary in this Section 2.6, following: (i) Seller’s ownership of a Participating Interest in the Joint Venture; (ii) Seller’s being a party to the Joint Venture Agreement, including 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, exploration and mining 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 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 Txxxxx: the Royalty Agreement, 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 Companies 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 their Subsidiaries items (i) through (x) above. (b) Notwithstanding anything contained in this Section 2.2 to the contrary, Purchaser is not assuming and 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, be liable for any of the Companies following obligations or their applicable Subsidiaries immediately after the Closingliabilities of Seller or its Affiliates, and each of such obligations and liabilities shall not be Assumed Liabilities under this Agreement: (i) any obligation or 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) nothing 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 Seller’s ownership of a Participating Interest in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), the Venture and its Assets (except for any tax customarily paid by the Joint Venture including, without limitation: (a) all obligations and liabilities under , the Material Contracts to which any member of the Seller Group is a party or by which it is bound, Nevada net proceeds Tax related to the extent relating Joint Venture’s operations, which was assumed by Purchaser and any other tax Purchaser has assumed or agreed to pay pursuant to the Consumer Care BusinessPurchase Agreement); (biii) all liabilities any obligation or liability of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation Seller to any Affiliate of Closing Date Net Working CapitalSeller; (civ) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, obligations and liabilities any obligation or liability of Seller and its Affiliates (other than or any Seller Affiliate related to any Products of the Companies Venture after distribution of such Product, or their Subsidiaries) relating the proceeds of the sale thereof, to 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 TransactionsSeller; (dv) any Taxes obligation of Seller arising from the fraud of Seller; (vi) except for obligations under 2.2(a)(viii) which Buyer is responsible under Section 6.1 do not constitute a breach of this Agreement; (e) , any obligations obligation or liability of Seller or any Seller Affiliate for indebtedness for borrowed money or for other debts, liabilities or Losses that are the sole obligation of Seller or any Seller Affiliate and not a Venture obligation, even if such indebtedness or liability was created to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 Liabilitiesfund a Venture obligation; and (hvii) the except for obligations and liabilities set forth in Section 2.6(hunder 2.2(a)(viii) which do not constitute a breach of the this Agreement, any obligation or liability of Seller, of whatever kind or nature, incurred directly by Seller Disclosure Schedulefor its own account.

Assumption of Liabilities. Effective (a) Subject to the terms and conditions of this Agreement, at and as of the ClosingEffective Time, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer the Purchaser shall assume and thereafter agree to pay, perform perform, discharge and discharge satisfy when duedue in accordance with their terms the following Liabilities: (i) Liabilities under any of the Assigned Contracts accruing, all liabilities and obligations arising out of Seller and its Affiliates, whether or relating to periods prior to, on, or after the Closing, Effective Time; (ii) any amount which may be payable pursuant to Section 365(b) of the extent related to or arising from, Bankruptcy Code on account of the Transferred Consumer Care Assets, assumption and assignment of any Assigned Contract shall be borne 25% by the Consumer Care Business, Purchaser and 75% by the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, Sellers; (iii) other than the Retained Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary any item described in this Section 2.62.3(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 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 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 debt obligation in accordance with Section 2.3(a)(ii) hereof) other than with respect to the principal of, or interest on, such Liabilities which comply with the requirements of clause (A) above); (iv) any Liabilities for accrued vacation with respect to Eligible Employees who are hired by the Purchaser at the Effective Time or within 30 days following the Closing Date; (v) 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) any liabilities or obligations the Sellers will not reject, without the prior consent of the Companies or Purchaser, any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (Executory Contract other than Retained Liabilities(A) shall remain those Executory Contracts which are currently subject to motions pending before the liabilities or obligations, Bankruptcy Court as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, date hereof and (B) Contracts that are Excluded Assets and (ii) nothing 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 this Section 2.6 shall affect Buyer’s rights pursuant to Article X)respect of, any Assigned Contract (including, without limitation: (a) all obligations and liabilities under the Material Contracts to which , any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth such Assigned Contract described in Section 2.6(h2.3(a)(iii) of the Seller Disclosure Schedulehereof).

Assumption of Liabilities. Effective 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 Closingownership or use of the Transferred Assets or the operation of the Neenah Business, neither Seller nor any of its Affiliates shall have any liability whether due or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when to become due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations Liabilities of Xxxxxxxx-Xxxxx and liabilities under its Subsidiaries that are reflected, disclosed or reserved for on the Material Contracts to which any member Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Seller Group is a party or by which it is bound, to Neenah Business from the extent relating to date of the Consumer Care BusinessBalance Sheet through the Distribution Date; (b) all liabilities Liabilities of ScheringXxxxxxxx-Plough CanadaXxxxx and its Subsidiaries under or related to the Real Estate Leases, Inc. for accounts payablethe Personal Property Leases and the Contracts, which liabilities shall be included 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 calculation of Closing Date Net Working Capitalterms thereof or not permitted by the other contracting party; (c) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, obligations and liabilities all Liabilities of Seller Xxxxxxxx-Xxxxx and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 Subsidiaries in connection with claims of past or current employees of the Contemplated TransactionsNeenah Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries related to any Taxes for which Buyer is responsible under Section 6.1 and all Actions asserting a violation of this Agreementany law, 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 all Liabilities relating to Assumed Actions; (e) any obligations or liabilities to all Liabilities for which Neenah is liable in accordance with the extent relating to terms of the Consumer Care Business in connection with any Litigation, other than Retained LiabilitiesTax Sharing Agreement; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation all Liabilities of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities;Neenah Michigan; and (g) the Assumed Rx Liabilities; and (h) the obligations all other Liabilities of Xxxxxxxx-Xxxxx and liabilities set forth in Section 2.6(h) its Subsidiaries arising out of the Seller Disclosure Scheduleownership or 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 time to time after the date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and 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 “Assumed Liabilities.”

Assumption of Liabilities. Effective (a) Subject to the terms and conditions of this Agreement, at and as of the ClosingEffective Time, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer the Purchaser shall assume and thereafter agree to pay, perform perform, discharge and discharge satisfy when duedue in accordance with their terms the following Liabilities: (i) Liabilities under any of the Assigned Contracts accruing, all liabilities and obligations arising out of Seller and its Affiliates, whether or relating to periods after the Effective Time; (ii) any amount which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any Assigned Contract shall be borne 25% by the Purchaser and 75% by the 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 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 toto 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 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 debt obligation in accordance with Section 2.3(a)(ii) hereof) other than with respect to the principal of, or interest on, such Liabilities which comply with the requirements of clause (A) above); (iv) any Liabilities for accrued vacation with respect to Eligible Employees who are hired by the Purchaser at the Effective Time or after within 30 days following the ClosingClosing Date; (v) 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 extent related Business and up to or arising from$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), the Transferred Consumer Care Assets(ii), the Consumer Care Business(iii), the Transferred Rx Product Assets(iv), the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, 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 (provided thatbut without any obligation of any Seller to pay any amount in respect of such settlements, notwithstanding anything except as specified in Section 2.3(a) hereof) with any party that objects to the contrary in this Section 2.6assumption 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) any liabilities or obligations the Sellers will not reject, without the prior consent of the Companies or Purchaser, any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (Executory Contract other than Retained Liabilities(A) shall remain those Executory Contracts which are currently subject to motions pending before the liabilities or obligations, Bankruptcy Court as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, date hereof and (B) Contracts that are Excluded Assets and (ii) nothing 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 this Section 2.6 shall affect Buyer’s rights pursuant to Article X)respect of, any Assigned Contract (including, without limitation: (a) all obligations and liabilities under the Material Contracts to which , any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth such Assigned Contract described in Section 2.6(h2.3(a)(iii) of the Seller Disclosure Schedulehereof).

Assumption of Liabilities. (a) Except as set forth below, upon the terms and subject to the conditions of this Agreement, Purchaser hereby agrees to assume, from and after the Effective as of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect toTime, and Buyer shall assume and agrees at all times thereafter to be responsible for, pay, perform and discharge when duedue only the following liabilities, all liabilities obligations and obligations of Seller and its Affiliatescommitments, whether relating to periods prior to, on, contingent or after the 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 otherwise (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under 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 the Material Contracts period prior to which the Effective Time or resulting from any member breach arising out of the Seller Group is a party 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 by which it is bound, 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 Consumer Care BusinessEffective 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) all Purchaser will not assume any liabilities of Schering-Plough CanadaSellers or Parent or any of their affiliates other than the Assumed Liabilities (all such liabilities that are not being assumed by Purchaser, Inc. for accounts payablethe “Excluded Liabilities”), which including, but not limited to, the following liabilities: (i) except as otherwise specifically provided in Section 1.3(a), any obligations or liabilities shall be included of Sellers or any of their affiliates to the extent arising out of, relating to or otherwise in any way in respect of the calculation of Closing Date Net Working CapitalExcluded Assets; (cii) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, all obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) arising out of, relating to vacation and sick leave, and (ii) with or otherwise in any way in respect of the merchandise sold on or prior to the Transferred Employees 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); (other than iii) all accounts payable and accrued expenses and liabilities (except for the Company Employees) portion of such expenses or liabilities that are employed subject to proration as provided in a jurisdiction other than the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies Section 5.11) owed by Sellers 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 Parent in connection with the Contemplated Transactions; (d) any Taxes for which Buyer is responsible under Section 6.1 of Business occurring or relating to the period prior to the Effective Time or resulting from the transactions contemplated by this Agreement; (eiv) any obligations or liabilities to the extent of Sellers or any of their affiliates arising out of, relating to the Consumer Care Business or otherwise in connection with any Litigation, other than Retained Liabilitiesway in respect of any Intercompany Accounts; (fv) 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 under Environmental Law out of, relating to, or otherwise in any way in respect of employment by Sellers of any employee or former employee prior to the extent 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 to 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 ownership period prior to the Effective Time or operation resulting from the transactions contemplated by this 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 Consumer Care Business or the ownershipAcquired Assets related to the Pre-Closing Tax Periods. For the avoidance of doubt, usethe 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, possession or condition for the avoidance of doubt, the liability for Transfer Taxes incurred as a consequence of the Transferred Consumer Care Assets or transactions contemplated by the Conveyed Sites, other than Retained LiabilitiesAgreement is governed by Section 5.10(b); (gx) any liability or obligation arising out of any cause of action or judicial or administrative action, suit, proceeding, investigation or any other liability relating to any event occurring, or facts, circumstances or conditions existing prior to the Assumed Rx LiabilitiesEffective 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 (hxi) 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 violation of applicable law. Sellers and Purchaser shall each use commercially reasonable efforts to obtain the consent of such Persons for the assignment thereof to Purchaser prior to the Closing (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 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 (ii) all layaways as of the Effective Time (“Previously Issued Layaways”), Purchaser agrees to honor, subject to the terms and provisions of Section 5.20 hereof, 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 transfer to Purchaser of the obligations and liabilities set forth in Section 2.6(h) of Sellers thereunder. The parties acknowledge that Sellers have collected all cash with respect to the Seller Disclosure SchedulePreviously Issued Gift Cards and Previously Issued Layaways and any obligations pertaining to compliance with laws with respect thereto, including the laws of escheat, shall remain the obligation of Sellers or their affiliates.

Assumption of Liabilities. Effective as of (a) At the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer the Company shall assume and thereafter agree to pay, perform and discharge or perform, as appropriate, when due, all liabilities and obligations due only the Liabilities of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 GPF Parties specifically identified below in this subsection (collectively, a) (the “Assumed GPF Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be Liabilities included in the calculation of Closing Date the GPF Net Working Capital, but only to the extent and up 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, subject 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, 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 (each, an “Excluded GPF Liability”): (i) Liabilities arising out of any Default by any GPF Party of any provision of any Contract; (ii) any Federal, state or local income or other Tax payable by or imposed with respect to any GPF Party’s Business, the Contributed GPF Assets, other properties or operations of any GPF Party, any 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 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 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 Liabilities under 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 any of its Affiliates of any provision of any Contract; (ii) any Federal, state or local income or other Tax payable by or imposed with respect to the Transferred Employees Business of CGL, the Contributed CGL Assets, or other properties or operations of CGL, any Affiliate of CGL; or any other party for which 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 Closing for severance, bonuses or any other than form of compensation to any employees, agents or independent contractors of CGL, whether or not employed by the Company Employeesafter the Closing and whether or not arising or under any applicable Law, CGL Benefit Plan or other arrangement with respect thereto; (v) that are employed in any Liability related to the United StatesWARN Act or similar applicable Law, obligations and liabilities of Seller and its Affiliates (other than the Companies any labor dispute, unfair labor practice, collective bargaining agreement or their Subsidiaries) relating to vacation and sick leave, and (ii) negotiations undertaken by CGL or any Affiliate thereof with respect to the Transferred Employees foregoing; (other than the Company Employeesvi) that are employed in a jurisdiction other than the United States, obligations and liabilities Liabilities of Seller and its Affiliates (other than the Companies CGL arising 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 incurred in connection with the Contemplated negotiation, preparation and execution of the Transaction Documents and the Transactions; ; (dvii) 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 Taxes for which Buyer is responsible under Section 6.1 payables or expenses of this Agreement; 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; (exiv) any obligations Liabilities related to CGL’s treatment of individuals not categorized by CGL as its employees, but who are providing or liabilities have provided services to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; CGL; and (fxv) any obligations other Liabilities of CGL or liabilities arising under Environmental Law to the extent relating to the ownership its Affiliates, regardless of when made or operation of the Consumer Care Business or the ownershipasserted, 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedulethat are not specifically assumed hereunder.

Assumption of Liabilities. Effective as As of the ClosingEffective Time, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer Xxxxx shall assume and thereafter agree to pay, discharge and perform and discharge when due, all according to their terms only the following liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitationspecifically excluding the Excluded Liabilities: (a) all All liabilities and obligations and liabilities under the Material Contracts to which any member arising out of Buyer’s operation of the Seller Group is a party Hospital Operations or the use or ownership of the Purchased Assets by which it is bound, to Buyer from and after the extent relating to the Consumer Care BusinessEffective Time; (b) all All liabilities and obligations under or arising out of Schering-Plough Canadathe Assumed Contracts and the Assumed Real Property Leases on and after the Effective Time; provided, Inc. for accounts payablehowever, which Buyer shall not assume any liabilities shall be included or obligations arising out of or in the calculation connection with Seller’s breach or alleged breach of Closing Date Net Working Capitalsuch Assumed Contracts, CIA, or Assumed Real Property Leases; (c) (i) with respect All liabilities and obligations arising under any Licenses from and after the Effective Time, to the Transferred Employees (other than extent such liabilities and obligations relate to Buyer’s use or ownership of the Company Employees) that are employed in Hospital Operations or the United StatesPurchased Assets, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (ii) with respect except to the Transferred Employees (other than the Company Employees) extent that are employed in a jurisdiction other than the United States, such liabilities and obligations and liabilities of Seller and its Affiliates (other than the Companies otherwise constitute Excluded Liabilities 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 TransactionsExcluded Assets; (d) any Taxes for which Buyer is responsible under Section 6.1 of this Agreement;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) any Liabilities and obligations of Seller as of the Effective Time for accrued paid time off, whether for vacation or liabilities otherwise, for each Seller employee that is offered and accepts employment with Buyer (each a “Hired Employee(s)”) to the extent relating to the Consumer Care Business in connection with any Litigation, lesser of (i) existing accrued amounts of vacation leave and other than Retained Liabilities; paid time off (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h“PTO”) of each such employee or (ii) eighty (80) hours of PTO for each such employee accrued through July 8, 2021 and all PTO accruing from July 9, 2021 through the Effective Time (the “Assumed PTO”); provided, however, Seller Disclosure Scheduleshall pay Hired Employees for all remaining PTO within ten (10) business days after Closing.

Assumption of Liabilities. Effective as (a) In addition to the payment of the ClosingPurchase Price in accordance with Section 2.3, neither Seller nor any of its Affiliates shall have any liability or obligation with respect toProducts shall, by appropriate instruments to be executed and Buyer shall delivered at Closing (including, without limitation, an assumption agreement as described in Section 9.2), assume and thereafter agree to pay, perform and discharge in accordance with the terms thereof, when due, all of the liabilities and obligations of Seller and its AffiliatesWAD on the Closing Date of whatever kind or nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whenever arising, whether relating to periods prior toor not accrued, on, or after that are set forth on Schedule 2.4 (the Closing, to the extent related to or arising from"Assumed Liabilities"). (b) Notwithstanding clause (a) above, the Transferred Consumer Care Assets, Assumed Liabilities shall not include any liability for the Consumer Care Business, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, following: (i) any liabilities liabilities, obligations or obligations commitments of WAD relating to or arising out of the Companies operation of the Business or any the ownership of their Subsidiaries shall not constitute the Assets prior to the Closing or otherwise other than the 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 ; (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough CanadaWAD under any Environmental Laws or Environmental Claim, Inc. for accounts payable, which liabilities shall be included in the calculation arising out 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 to 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 Transactionsoperation of the Business prior to the Closing Date; (diii) any Taxes liabilities under Contracts included in the Transferred Assets which by the terms of such Contracts were due or to be performed prior to Closing except where such Contracts or liabilities are expressly assumed by Products; (iv) any liabilities relating to WAD Employees relating to the 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 former employees of WAD; (vi) any liabilities arising out of any action, suit or proceeding based upon an event occurring or a 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 which Buyer 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 fees and expenses relating to professional advisors (legal, financial, accounting or otherwise)) incurred in connection with this Agreement (except as otherwise provided in Section 12.1); (x) any obligation or liability arising as a result of or whose existence is responsible a breach of WAD's representations, warranties, agreements or covenants under Section 6.1 of this Agreement; (exi) any obligations obligation or liabilities to the extent relating to the Consumer Care Business liability arising in connection with any Litigation, other than Retained Liabilitiesthe Excluded Assets; (fxii) any obligations costs of curing any breach occurring or liabilities arising under Environmental Law accruing on or prior to the extent relating Closing Date, with respect to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of any and all Contracts that are included in the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities; (g) the Assumed Rx LiabilitiesAssets; and (hxiii) the obligations and any obligation or liability of WAD in respect of WAD's insurance policies. The foregoing liabilities set forth in Section 2.6(hclauses (i) of through (xiii) are referred to herein collectively as the Seller Disclosure Schedule"Excluded Liabilities."

Assumption of Liabilities. Effective as (a) As of the ClosingEffective Time, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all liabilities due and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after payable only the 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 following Liabilities (collectively, but excluding any Retained Liabilities, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (i) Liabilities of Seller under the Transferred Contracts and Permits, except, (x) as provided in Section 1.04(b)(iv), (y) any liabilities Liability arising out of or obligations relating to a breach that occurred prior to the Closing or (z) any breach of the Companies any representation, warranty or any covenant 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 Seller under this Agreement; (ii) nothing 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 this the Deferred Liability Adjustment calculation pursuant to Section 2.6 shall affect Buyer’s rights 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 XVI hereof; (iv) all Liabilities arising out of the Acquired Businesses after the Closing Date, 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), includingall past, without limitationpresent and 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 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 the Agreement or any other writing to the contrary, Retained Liabilities shall include: (ai) all obligations and liabilities under Taxes imposed upon Seller for the Material Contracts period on or prior to which 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 member products that are shipped or otherwise released on or prior to the Closing Date, but not including any versions or 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 both the Acquired Businesses and the Retained Business, or as set forth on Schedule 1.04(b)(iv); (v) all past, present and future Liabilities and obligations arising under Environmental Laws arising out of or resulting from Seller’s discharge, release, emission or disposal of Hazardous Substances on, into, upon or from the Real Property in connection with its operation of the Acquired Business or use of the Real Property prior to the Closing Date; (vi) all Liabilities of Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation out of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Excluded Assets or the Conveyed Sites, other than Retained Liabilities; (g) the not constituting an Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleLiability.

Assumption of Liabilities. Effective (a) At the Closing, and effective as of the Closingclose of business on the Closing Date, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when duedue and payable only the following obligations, all liabilities and obligations commitments of Seller and its Affiliatesany nature, whether relating known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to periods prior to, on, or after the 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 become due (collectively, but excluding any Retained Liabilities, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (i) any liabilities or obligations 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 all obligations, as applicable, liabilities and commitments of the Companies or their applicable Subsidiaries immediately after the Closing, Seller and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities its Affiliates under the Material Transferred Contracts to which any member of the Seller Group is a party or by which it is bound, and Permits to the extent relating to performance thereof from or after the Consumer Care BusinessClosing (other than obligations, liabilities and commitments of Seller and its Affiliates to the extent attributable to any failure by Seller and its Affiliates to comply with the terms thereof prior to the Closing); (bii) all obligations, liabilities and commitments in respect of Schering-Plough Canadaclaims for refunds, Inc. for accounts payableallowances, which liabilities shall be included exchanges, returns and warranty claims with respect to the Business, not to exceed $100,000 in the calculation of aggregate for all such items not reflected on Closing Date Net Working Capital; (ciii) all obligations, liabilities and commitments assumed by Buyer or its Affiliate pursuant to Article VI hereof; (iv) all liabilities (including accounts payable, deferred revenue and accrued liabilities) to the extent set forth on the Closing Date Statement, including, without duplication, the obligation of Seller or its Affiliates to provide from time to time at the request of CenterWatch, a division of Seller, at no charge, the amount of advertising space in magazines included in the Business (as chosen by CenterWatch) owed to CenterWatch at Closing (which amount shall not exceed $307,000 at rate card prices) (ithe “CenterWatch Liabilities”); and (v) with respect all other obligations, liabilities, costs, expenses and commitments set forth on Schedule 1.04. (b) Notwithstanding the foregoing or any other writing to the Transferred Employees 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 than the Company Employees) that are employed in the United States, obligations Liabilities shall be retained by and liabilities 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 than writing to the Companies contrary, Retained Liabilities shall include (in each case to the extent not included in Closing Working Capital): (i) all Taxes imposed upon Seller or their Subsidiaries) relating to vacation and sick leave, and any present or former Affiliate of Seller; (ii) with respect all Liabilities arising from any action, suit or proceeding relating to or arising out of the Business or the Transferred Employees Assets that is pending on the Closing Date against Seller or any of its Affiliates before any Federal, state or local court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (other than the Company Employeesa “Governmental Entity”), including all matters listed on Schedule 3.09; (iii) that are employed all Liabilities arising in a jurisdiction other than the United States, obligations and liabilities connection with or in any way relating to Seller or any 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 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 its Affiliates that are (B) to the extent related to actions occurring or conditions existing on or prior to the Closing Date (including any matter disclosed or required to be assumed by Buyer or its Affiliates under applicable Laws disclosed in connection with the Contemplated TransactionsSchedule 3.14); (div) except as provided in Article VI, all Liabilities of Seller or any Taxes for which Buyer is responsible of its Affiliates arising under Section 6.1 any employee benefit plan of this AgreementSeller, including the Thomson Holdings Inc. Group Pension Plan, any retiree medical plan and any deferred compensation plan; (ev) all Liabilities of Seller or any obligations or liabilities of its Affiliates to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation out of the Consumer 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 LiabilitiesExcluded Assets; and (hvi) all Liabilities of Seller to any of its Affiliates, other than (a) the obligations CenterWatch Liabilities and liabilities set forth in Section 2.6(h(b) of Liabilities under the Seller Disclosure ScheduleTransferred Contracts.

Assumption of Liabilities. Effective Subject to Section 2.07, effective as of the Closing, upon the terms and subject to the conditions set forth in this Agreement, neither Seller nor any of its Affiliates Subsidiaries (excluding for the avoidance of doubt the Transferred Entities and the JV Entities) shall have any liability Liability or obligation with respect to, and Buyer or the applicable Buyer Designee shall assume and thereafter satisfy, pay, perform and discharge when due, all liabilities Liabilities and obligations of Seller and or any of its AffiliatesSubsidiaries, whether relating to periods prior to, on, or after the Closing, to the extent (A) primarily related to to, or primarily resulting or arising from, the Transferred Consumer Care Assets, the Consumer Care BusinessTransferred Entities, the JV Entities, the Transferred Rx Product AssetsInterests or the JV Interests, (B) primarily related to, or resulting or arising from, the Rx Product Business and/or past, present or future operation of the Conveyed SitesBusiness, other than 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 (collectivelyLiabilities, the “Assumed Liabilities”) (provided that). For the avoidance of doubt, notwithstanding anything to the contrary Assumed Liabilities shall not in this Section 2.6, (i) any liabilities or obligations event include any of the Companies or any of their Subsidiaries Retained Liabilities and 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitationexpressly include: (a) all obligations and liabilities Liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care BusinessAcquired Contracts; (b) all liabilities accounts payable and other accrued expenses of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be the Business included as a current liability in the calculation of Closing Date Final Net Working CapitalCapital or arising after the Closing; (c) intercompany Liabilities solely between or among Transferred Entities and/or JV Entities; (id) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, all obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 Liabilities that are required to be assumed by Buyer or its Affiliates under applicable Laws in connection with Subsidiaries (including, following the Contemplated Transactions; (dClosing, the Transferred Entities or the JV Entities) any Taxes for which Buyer is responsible under Section 6.1 of this Agreementpursuant to ARTICLE VII; (e) any obligations or liabilities Liabilities, in respect of claims, warranties, guarantees or Actions, whether or not presently asserted, in each case to the extent primarily arising from or relating to the Consumer Care Business in connection with any Litigation, other than Retained LiabilitiesBusiness; (f) any deductible, self-insurance retention, captive insurance program arrangement, obligation under a fronting policy or any other actual out of pocket costs and expenses incurred in respect of the Transferred Coverage as set forth in Section 5.12; (g) any obligations or liabilities Liabilities arising under Environmental Law to of the extent Transferred Entities or the JV Entities, or relating to the ownership or operation of the Consumer Care Business or the ownership, operation, use, possession possession, or condition of the Transferred Consumer Care Assets Assets, or otherwise primarily relating to the Conveyed SitesBusiness, other than Retained Liabilitieswhether occurring or existing prior to, on or after the Closing; (gh) [intentionally left blank]; (i) any obligations or Liabilities, whether in contract, tort, strict liability or under any other theory, to the Assumed Rx Liabilitiesextent arising from products primarily sold or services primarily rendered by the Business; (j) all obligations and Liabilities under the Acquired Employee Contracts; and (hk) the obligations and liabilities Liabilities set forth in Section 2.6(h2.05(k) of the Seller Disclosure ScheduleSchedules.

Assumption of Liabilities. Effective as of (a) At the Closingclosing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer Purchaser shall assume and become responsible for, and shall thereafter pay, perform perform, and discharge as and when due, all only the following liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (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 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 past 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) (provided thatthe “Assumed Contracts”), notwithstanding 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 Section 2.6Agreement for any obligations, (i) any duties, or liabilities or obligations relating to Seller’s operation of the Companies or any of their Subsidiaries shall not constitute Business other than the 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation:, any of the following (collectively, the “Retained Liabilities”): (ai) all obligations and liabilities under accrued expenses of Seller not included in Section 2.3(a)(ii), including the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Businessaccounts set forth on Schedule 2.3(b)(i); (bii) all liabilities any liability related to Benefit Plans of Schering-Plough CanadaSeller, Inc. for accounts payableincluding, which liabilities shall be included in but not limited to, contributions, obligations, or the calculation of Closing Date Net Working CapitalWithdrawal Liability related to the Pension Trust; (ciii) any product liability or warranty claims (iexpress or implied) of third parties (including any Affiliate of Seller) arising out of or 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 or relating to any 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 (B) resulting from, or arising in connection with, the transactions contemplated by this Agreement, and (C) Taxes with respect to the Transferred Employees 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 to 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 related to any loans, management fees, and any accrued interest related thereto, from or owed to any Affiliate of Seller or any Affiliate of any Shareholder; or (xiii) any liability under any Assumed Contract, other than the Company Employees) that are employed a customer or supplier open purchaser order entered into in the United StatesOrdinary Course of Business, obligations and liabilities if either (A) Seller shall not have obtained or (B) Purchaser shall not have waived in writing Seller’s obligation hereunder to obtain, on or prior to the Closing Date, any consent required to be obtained by the terms of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (ii) such Assumed Contract from any Person with respect to the Transferred Employees (other than the Company Employees) that are employed in a jurisdiction other than the United States, assignment or delegation to Purchaser of any rights or 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 such Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleContract.

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the time of Closing, neither Seller nor any of its Affiliates shall have any liability to assume the following liabilities (the "Assumed Liabilities"): (i) all liabilities set forth on the Reference Balance Sheet to the extent included or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, reflected on the Closing Balance Sheet; (ii) all liabilities and obligations of Seller arising from and its Affiliates, whether relating after the Closing Date under all Included Contracts (other than liabilities or obligations attributable to periods any failure by Seller to comply with the terms thereof); (iii) all liabilities 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, on, or after to the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any which shall remain liabilities or and obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article XSeller), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (biv) all liabilities under Seller Defined Benefit Plans (but excluding any and all liabilities for excise tax or related taxes or penalties to the Internal Revenue Service arising out of Schering-Plough Canada, Inc. for accounts payablethe failure of Seller to contribute to Seller Defined Benefit Plans) and all liabilities to the PBGC in connection with Seller Defined Benefit Plans, which liabilities shall be included paid by Buyer in full on the calculation of Closing Date Net Working Capitalto the extent due and owing on the Closing Date; (cv) all environmental liabilities relating to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) with respect claim, action, suit, investigation, proceeding or judgment relating to property disposed of by Seller or any of its subsidiaries prior 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 Closing Date or their Subsidiaries) relating to vacation and sick leave, and (ii) with respect asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior 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 TransactionsClosing Date); (dvi) any Taxes for trade payables of Seller which Buyer is responsible under Section 6.1 of this Agreement; (e) any obligations or liabilities to have arisen after the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation filing of the Consumer Care Business or Petition and which are in existence on the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities; (g) the Assumed Rx LiabilitiesClosing Date; and (hvii) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure Scheduleaccrued expenses relating to workers compensation claims.

Assumption of Liabilities. Effective as of At 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, neither pursuant to which Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter agree to pay, perform and discharge when duedue all liabilities, all liabilities demands, claims, actions or causes of action, assessments, losses, damages, costs and obligations of Seller expenses (including, without limitation, reasonable attorneys' fees and its Affiliates, whether expenses relating to periods prior to, on, or after the 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 thereto) (collectively, the “Assumed "Liabilities”") (provided that, notwithstanding anything relating to the contrary in this Section 2.6, following (i) any liabilities or obligations of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it Liabilities listed below being acknowledged and agreed that such liabilities or obligations (other than referred to herein collectively as the "Retained Liabilities"): (a) shall remain Subject to Section 4.8(q), all Liabilities under or relating to the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after Option Amendments and the Closing, and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X)Bonus Pool, including, without limitation: , the Blizzard Plan (aeach as hereinafter defined) all obligations and liabilities the "Incentive Awards" provided for under Section IV(A)(ii) of the Material Contracts to which any member employment Agreement between the Company and Xxxxxxxxxxx XxXxxx and stock option plans (and related agreements) of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Businessany of its Subsidiaries; (b) all liabilities 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 Schering-Plough Canadatheir respective predecessors in interest, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capitalwas a party; (c) All Liabilities of Cendant or its Subsidiaries (iincluding the Company or its Subsidiaries) arising from any action, claim, inquiry, suit, proceeding or governmental investigation related to or having 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 immediately prior to the Closing of the Seller or any of its Subsidiaries (including, without limitation, the Company or any of its Subsidiaries) for borrowed money (except with respect to the Transferred Employees intercompany obligations between the Seller and its Subsidiaries (other than the Company Employees) that are employed in the United States, obligations and liabilities of Seller and its Affiliates (other than Subsidiaries), on the Companies or their Subsidiaries) relating to vacation one hand 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 (Subsidiaries, on the 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedulehand.

Assumption of Liabilities. Effective (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 provided in this 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. (b) All Liabilities of Sellers or the Transferred C Businesses or relating to the Purchased C Assets other than the Assumed C Liabilities (the "Excluded C Liabilities") are expressly not assumed by Buyer pursuant to this Agreement. Excluded C Liabilities shall include (but shall not be limited to): (i) all 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 the Purchased C Assets, the Transferred C Businesses and the Assigned C Contracts (other than the Engagement Contracts) to the extent arising out of or relating to any event, circumstance or condition occurring or existing prior to the Initial 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 relating to (A) any Legal Proceeding pending or threatened prior to or as of, or to the extent arising out of or relating to any event, conduct, omission, circumstance or condition occurring or existing prior to or as of the ClosingInitial Closing Date or (B) any actual or alleged violation of Law to the extent arising prior to or existing prior to or as of the Initial Closing Date; (iv) any Retained Employee Liability; (v) all Liabilities arising out of or relating to the operation or maintenance of any employment or benefit plan, neither 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 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 any period ending on or prior to the Initial Closing Date; (D) Taxes attributable to the Purchased C Assets described in Section 5.13(h); and (E) all Transfer Taxes for which Seller nor or any of its Affiliates shall have are liable; (vii) all Liabilities set forth on Schedule 2.04(b); (viii) all Liabilities arising out of or relating to (x) Engagements other than Assigned Engagements and (y) Completed Assigned Engagements in respect of which the Company or 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 or obligation with in respect toof information provided, ERISA, environmental matters, additional costs and expenses relating to capital, and Buyer shall assume Tax matters), and thereafter (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 liabilities of the Excluded C Liabilities. For the avoidance of doubt, Sellers shall retain and obligations of Seller have the sole right to initiate, defend, conduct, settle and its Affiliates, whether relating to periods prior to, on, or after the Closing, compromise any Legal Proceedings in relation to the extent related to or arising fromRetained C Businesses, 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 Excluded C Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleExcluded C Assets.

Assumption of Liabilities. Effective (a) Subject to Section 2.2(b) and effective as of the ClosingTime of Contribution, neither Seller nor Newco and the Operating Subsidiaries, in partial consideration for the Contribution, hereby unconditionally assume and undertake to pay, satisfy and discharge when due in accordance with their terms the following Liabilities of the Company and any of its Affiliates Subsidiaries (collectively, the "Assumed Liabilities"), allocated as follows or as Newco shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, otherwise direct: (i) all liabilities and obligations of Seller and its Affiliates, whether Liabilities relating to periods prior to, on, or after the Closing, to the extent related primarily to or arising fromprimarily from the A-B Business are assumed by A- B and Newco; (ii) all Liabilities relating primarily to or 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 other documents filed by the Transferred Consumer Care AssetsCompany 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 (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 Consumer Care foregoing clauses (A) and (B) notwithstanding the fact that such Liabilities may relate primarily to or arise primarily from the Aerospace Business, the Transferred Rx Product AssetsDefense 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 primarily to or arising primarily from any Divested Business of the Aerospace Business or the Defense Business, including, without limitation, the Rx Product Business and/or 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 primarily from Atomics International, Inc., Narland Corporation and Rockwell Aerospace & Electronics, Inc. are assumed by Newco; (xi) all Liabilities relating to the Conveyed SitesContributed A&D Assets are assumed by Newco; (xii) all Liabilities in respect of indebtedness for borrowed money (including 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 the Reorganization Agreements (including any Liabilities of the Company described in Sections 4.1(p) and 5.13 of the Merger Agreement) are assumed by Newco; and (xiv) all other Liabilities, other than the Retained Liabilities, are assumed by Newco. The Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything referred to the contrary in this Section 2.6, clauses (i) - (xiii) above are referred to collectively as the "Newco Liabilities". If any liabilities Liabilities relating primarily to or arising primarily from the A-B Business, the Collins Business, the Semiconductor Systems Business, the XXX Xxsiness or the HVS Business are obligations of a Subsidiary of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (Company other than Retained Liabilities) shall remain the liabilities A-B, Collins, RSS, LVS or obligationsHVS, or a direct or indirect Subsidixxx xxxreof, as applicable, a result of the Companies or their applicable Subsidiaries immediately after the Closing, and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member allocation of Assets of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) 2.1, then, notwithstanding the foregoing allocation or the allocation of Assets of the Seller Disclosure ScheduleCompany set forth in Section 2.1, the appropriate Operating Subsidiary or a Subsidiary thereof shall assume each such Liability.

Assumption of Liabilities. (a) Except as set forth below, upon the terms and subject to the conditions of this Agreement, Purchaser hereby agrees to assume, from and after the Effective as of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect toTime, and Buyer shall assume and agrees at all times thereafter to be responsible for, pay, perform and discharge when duedue only the following liabilities, all liabilities obligations and obligations of Seller and its Affiliatescommitments, whether relating to periods prior to, on, contingent or after the 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 otherwise (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, ): (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under 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 the Material Contracts period prior to which the Effective Time or resulting from any member breach arising out of the Seller Group is a party 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 by which it is bound, 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 Consumer Care BusinessEffective 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) all Purchaser will not assume any liabilities of Schering-Plough CanadaSellers or Parent or any of their affiliates other than the Assumed Liabilities (all such liabilities that are not being assumed by Purchaser, Inc. for accounts payablethe “Excluded Liabilities”), which including, but not limited to, the following liabilities: (i) except as otherwise specifically provided in Section 1.3(a), any obligations or liabilities shall be included of Sellers or any of their affiliates to the extent arising out of, relating to or otherwise in any way in respect of the calculation of Closing Date Net Working CapitalExcluded Assets; (cii) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, all obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) arising out of, relating to vacation and sick leave, and (ii) with or otherwise in any way in respect of the merchandise sold on or prior to the Transferred Employees 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); (other than iii) all accounts payable and accrued expenses and liabilities (except for the Company Employees) portion of such expenses or liabilities that are employed subject to proration as provided in a jurisdiction other than the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies Section 5.11) owed by Sellers 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 Parent in connection with the Contemplated Transactions; (d) any Taxes for which Buyer is responsible under Section 6.1 of Business occurring or relating to the period prior to the Effective Time or resulting from the transactions contemplated by this Agreement; (eiv) any obligations or liabilities to the extent of Sellers or any of their affiliates arising out of, relating to the Consumer Care Business or otherwise in connection with any Litigation, other than Retained Liabilitiesway in respect of any Intercompany Accounts; (fv) 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 under Environmental Law out of, relating to, or otherwise in any way in respect of employment by Sellers of any employee or former employee prior to the extent 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 to 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 ownership period prior to the Effective Time or operation resulting from the transactions contemplated by this 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 Consumer Care Business or the ownershipAcquired Assets related to the Pre-Closing Tax Periods. For the avoidance of doubt, usethe 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, possession or condition for the avoidance of doubt, the liability for Transfer Taxes incurred as a consequence of the Transferred Consumer Care Assets or transactions contemplated by the Conveyed Sites, other than Retained LiabilitiesAgreement is governed by Section 5.10(b); (gx) any liability or obligation arising out of any cause of action or judicial or administrative action, suit, proceeding, investigation or any other liability relating to any event occurring, or facts, circumstances or conditions existing prior to the Assumed Rx LiabilitiesEffective 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 (hxi) 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 violation of applicable law. Sellers and Purchaser shall each use commercially reasonable efforts to obtain the consent of such Persons for the assignment thereof to Purchaser prior to the Closing (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 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 (ii) all layaways as of the Effective Time (“Previously Issued Layaways”), Purchaser agrees to honor, subject to the terms and provisions of Section 5.20 hereof, 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 transfer to Purchaser of the obligations and liabilities set forth in Section 2.6(h) of Sellers thereunder. The parties acknowledge that Sellers have collected all cash with respect to the Seller Disclosure SchedulePreviously Issued Gift Cards and Previously Issued Layaways and any obligations pertaining to compliance with laws with respect thereto, including the laws of escheat, shall remain the obligation of Sellers or their affiliates.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement, at the Closing, neither Seller nor any of its Affiliates Buyer shall have any liability or obligation with respect toexecute and deliver the Assumption Agreement, and Buyer pursuant to which it shall assume and thereafter payagree to perform, perform pay or discharge, from and discharge when due, all liabilities and obligations after the Closing only the following Liabilities of Seller and its Affiliates, whether the Company relating to periods prior to, on, or after the Closing, to Acquired Assets and 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 TWEC Store Leases (collectively, the “Assumed Liabilities”), and no others: (a) All Liabilities arising out of or relating to the Acquired Assets that accrue after the Closing Date. (provided thatb) 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, notwithstanding in an amount not to exceed $4,200,000 in the aggregate, and (ii) under each executory contract assumed and assigned pursuant to Section 2.1(b)(x). (e) All Liabilities arising out of or relating to gift cards, gift certificates, store credits, Replay Rewards certificates presented at the TWEC Stores in an amount not to exceed $11,700,000, and all Liabilities 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 third party to transfer to Buyer all of the Company’s right title and interest in to and under any Permits and General Intangibles, in an amount not to exceed $1,000,000. (g) The following Liabilities relating 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 Company that the assumption by Buyer of the Assumed Liabilities shall in any way enlarge the rights of any third parties relating thereto. Notwithstanding anything to the contrary in this Section 2.6Agreement, (i) Buyer shall not assume or have any liabilities liability or obligations responsibility for any Liability 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 (Company 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 to 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 Assumed Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. Effective Except as of the Closingprovided in SECTION 4.1, neither Seller nor Salem shall not assume or become obligated to perform any of its Affiliates shall have any debt, liability or obligation with respect toof Cox or RRC whatsoever, and Buyer Cox and RRC shall not assume and thereafter payor become obligated to perform any debt, perform and discharge when dueliability or obligation of Salem whatsoever, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, including (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under any contract, lease or agreement other than the extent Cox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases, as the case may be; (ii) any obligations or liabilities under the Cox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases relating to the Consumer Care Business in connection with period prior to the Closing; (iii) any Litigationclaims or pending litigation or proceedings relating to the operation of the Stations prior to the Closing; (iv) any insurance policies of Salem, other than Retained Liabilities; Cox, or RRC; (fv) any obligations or liabilities arising under Environmental Law 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 relating the amount of such taxes is included in the Cox Proration Schedule; (ix) any liability for taxes attributable to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Salem Assets or the Conveyed Sitesoperations of the Salem Station on or prior to the Closing Date, other than Retained 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, or resulting from any action or omission of Cox, RRC, or Salem prior to the Closing (collectively, the "Excluded Liabilities; (g) the Assumed Rx Liabilities; and (h) "). All such Excluded Liabilities shall remain and be the obligations and liabilities set forth in Section 2.6(h) solely of Cox and RRC or Salem, as the Seller Disclosure Schedulecase may be.

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions of this Agreement, Buyers agree, OI's obligations being limited to the assumption of the liabilities listed on Appendix B hereto (the "OI Assumed Liabilities"), effective at the time of Closing, neither Seller nor any to assume the following liabilities (the "Assumed Liabilities"): (i) all liabilities of its Affiliates shall have any liability the types set forth on the Reference Balance Sheet to the extent (except as otherwise provided herein) included or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, reflected on the Closing Balance Sheet; (ii) all liabilities and obligations of Seller arising from and its Affiliates, whether relating after the Closing Date under all Included Contracts (other than liabilities or obligations attributable to periods any failure by Seller to comply with the terms thereof); (iii) all liabilities 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, on, or after to the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any which shall remain liabilities or and obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article XSeller), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (biv) all liabilities under Seller Defined Benefit Plans (but excluding any and all liabilities for excise tax or related taxes or penalties to the Internal Revenue Service arising out of Schering-Plough Canada, Inc. for accounts payablethe failure of Seller to contribute to Seller Defined Benefit Plans) and all liabilities to the PBGC in connection with Seller Defined Benefit Plans, which liabilities shall be included paid by the applicable Buyer in full on the calculation of Closing Date Net Working Capitalto the extent due and owing on the Closing Date; (cv) all environmental liabilities relating to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) with respect claim, action, suit, investigation, proceeding or judgment relating to property disposed of by Seller or any of its subsidiaries prior 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 Closing Date or their Subsidiaries) relating to vacation and sick leave, and (ii) with respect asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Transferred Employees Closing Date); (other than the Company Employeesvi) that are employed in a jurisdiction other than the United States, obligations and liabilities trade payables of Seller which have arisen after the filing of the Petition and its Affiliates which are in existence on the Closing Date; (other than the Companies or their Subsidiariesvii) accrued expenses relating to vacation, holiday pay, annual leave workers' compensation claims; (viii) all liabilities and sick leave and all other obligations and liabilities of Seller and its Affiliates that are required arising under, related 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 LiabilitiesHeadquarters Lease; and (hix) all liabilities and expenses in the obligations aggregate relating to insurance claims arising out of workers' compensation, general liability, products liability, and automobile liability policies issued to Seller by The Travelers Indemnity Company and its Affiliates including The Aetna Casualty and Surety Company (or any predecessor) for periods prior to January 1, 1997; provided, however, that the amount of all such liabilities set forth and expenses in Section 2.6(h) the aggregate shall not exceed the sum of all amounts shown on the Seller Disclosure ScheduleReference Balance Sheet for all such insurance liabilities and expenses.

Assumption of Liabilities. Effective (a) Except as of provided in Section 1.3(b), the ClosingCompany shall retain, neither Seller nor any of its Affiliates and Acquirer shall have any liability not assume, or obligation 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 Buyer 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 assume, at the Closing and effective as of the Closing Date, and shall thereafter pay, perform and discharge as and when due, all : (i) Those liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, Acquirer to the extent related reflected on the Interim Financials, relating to the Business as such liabilities and obligations exist on the Closing Date; (ii) Those liabilities and obligations of the Company that arise in the ordinary course of business after the date of the Interim Financials relating to the Business and existing at the close of business on the Closing Date; (iii) All liabilities and obligations of the Company arising under the assumed Contracts after the Closing Date except to the extent any such liability or arising fromobligation arises in connection with a breach of a representation or warranty made by the Company in Article 2 herein in respect of an assumed Contract; (iv) All liabilities and obligations of the Company under its Warranty Obligations; (v) All liabilities and obligations of the Company under the Second Amended and Restated Loan and Security Agreement, dated as of September 19, 2006, by and among New Age Electronics, Inc. and the Transferred Consumer Care Assetslenders 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), the Consumer Care Business, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. Effective as (a) On the terms and subject to the conditions, including Sections 1.2, 2.8 and 6.2, set forth in this Agreement, 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 Closing, neither Seller nor any Partnership in connection with the transfer of its Affiliates shall have any liability or obligation with respect toAssets to it, and Buyer shall assume and thereafter the Partnership agrees to pay, perform and discharge when dueall such debts, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, when due: (i) All obligations arising on or after the ClosingClosing Date under the Lake Charxxx Xxxse, the Contributed Contracts and Leases that are assigned to the Partnership hereunder unless and to the extent related to that such obligation arises out of a violation of such Lake Charxxx Xxxse, Contributed Contract 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything Lease prior to the contrary in this Section 2.6, (i) any liabilities or obligations 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 Closing Date; (ii) nothing All obligations under purchase orders accepted by a Contributor or its Contributed Subsidiaries in this Section 2.6 shall affect Buyer’s rights pursuant the ordinary course of business of the Contributed Business prior to Article X)the Closing Date that are not filled as of the Closing Date; (iii) Trade Accounts Payable; (iv) All obligations and liabilities, includingof every kind and nature, without limitation: (a) all obligations and liabilities under , arising out of, in connection with or related to the Material Contracts to which any member ownership, operation or use on or after the Closing Date of the Seller Group is a party Assets or by which it is bound, to the extent relating to the Consumer Care Contributed Business; (bv) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in Seven Year PCCL Claims to the calculation of Closing Date Net Working Capitalextent the aggregate thereof borne by the Partnership does not exceed $7,000,000; (cvi) (i) with respect to the Transferred Employees (other than the Company Employees) Third Party Claims that are employed in the United States, obligations related to Pre-Closing Contingent Liabilities and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 first asserted seven years or more after 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 TransactionsClosing Date; (dvii) any Taxes The obligations for which Buyer is responsible under Section 6.1 of this Agreementindebtedness described on Schedule 2.5(a)(vii); (eviii) any obligations or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities[RESERVED]; (fix) any obligations or liabilities arising under Environmental Law to All Liabilities associated with products sold after the extent relating to the ownership or operation Closing Date regardless of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilitieswhen manufactured; (gx) the Assumed Rx LiabilitiesThe long-term liabilities set forth on Schedule 2.5(a)(x); and (hxi) Any other Liability specifically assumed by the Partnership pursuant to the terms of this Agreement. The liabilities and obligations and liabilities set forth in assumed by the Partnership pursuant to this Section 2.6(hare 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 Seller Disclosure ScheduleAssumed Liabilities substantially in the form attached hereto as Exhibit F (the "Partnership Assumption Agreement").

Assumption of Liabilities. Effective as of (a) At the Closing, neither Seller nor any of its Affiliates shall have any liability pursuant to one or obligation with respect tomore written agreements in a form reasonably satisfactory to the parties, and the Buyer shall will assume and thereafter agree to pay, perform and discharge when duedischarge, and 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 Assets or the Business as heretofore, currently or hereafter conducted ("Assumed Liabilities"), including without limitation: (i) all liabilities and obligations of Seller and its Affiliatesunder the Contracts, whether relating to periods prior to, on, Permits or after Leases included in the 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 (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations 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 ; (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: all accounts payable and accrued liabilities; (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (biii) all liabilities shown on the books and records of Schering-Plough Canadathe Business as of the Closing Date; (iv) obligations associated with open purchase orders on and as of the Closing Date, Inc. for accounts payable, which liabilities shall be included in (v) the calculation of Closing Date Net Working Capital; (c) (i) obligations with respect to the Transferred Employees in accordance with Article 7 of this Agreement; (other than 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 Employees(as Buyer) that are employed in (the United States, "ORC Agreement"); (vii) all obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (ii) with respect to Environmental Claims (as defined below); and (viii) the Transferred Employees obligations or liabilities set forth on Schedule 2.3(a). (other than b) Notwithstanding the Company Employees) that are employed in a jurisdiction other than foregoing, the United StatesAssumed Liabilities shall not include, and Buyer shall not assume or become liable for, the 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(hon Schedule 2.3(b) of (the Seller Disclosure Schedule"Excluded Liabilities").

Assumption of Liabilities. Effective On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, neither Seller nor any of its Affiliates and shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, timely perform and discharge when due, all liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the Closing, to the extent related to or arising fromin accordance with their respective terms, the Transferred Consumer Care Assets, following Liabilities of the Consumer Care Business, Sellers existing as of the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities Closing Date (collectively, the “Assumed Liabilities”): (a) all Liabilities of the Sellers under the Mineral Leases and the Purchased Contracts (excluding, for the avoidance of doubt, Legal Proceedings arising out of or relating to such Contracts), together with all statutory Liabilities relating to the Mineral Leases, including plugging and abandonment 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 such obligations are not included in the Credit Bid Amount; (f) sponsorship of the Transferred Benefit Plans and related trusts, insurance policies and third-party administrator contracts as provided thatin Section 8.11(f); provided, that certain Liabilities in respect of the Transferred Benefit Plans shall constitute Excluded Employee Liabilities; (g) all obligations of the 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 Section 2.62.3, 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) any liabilities or the Company’s obligations of under the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities1992 ISDA Master Agreement (and all Schedules, 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 ClosingCredit Support Annex, and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article XConfirmations related thereto), includingby and between the Company and EDF Trading North America, without limitation: LLC, dated as of March 20, 2012 (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound“EDF Contract”), to the extent relating that the EDF Contract is terminated by EDF Trading North America, LLC or rejected by the Company on or prior to the Consumer Care Business; (b) all 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 to 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 liabilities set forth in Section 2.6(h) of the Seller Disclosure ScheduleClosing.

Assumption of Liabilities. Effective 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 of the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall assume and thereafter pay, perform and discharge when due, all the following liabilities and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the 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 (collectively, the “Assumed Liabilities”) and no other liabilities, the assumption of such liabilities to be effective as of the Effective Time: (provided thata) Liabilities that arise out of the ownership or use by Purchaser and its Subsidiaries of, notwithstanding anything 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 contrary 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 this Section 2.6Schedule 2.9 to the extent (but only to the extent), if any, that such facts and circumstances continue or recur (and relate to periods) after the Effective Time and arise out of the ownership or use by Purchaser and its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries or rights under, the Purchased Assets or the operation of the Business by Purchaser and its 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) any liabilities or obligations of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations if termination occurs more than thirty six (other than Retained Liabilities36) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately months after the ClosingEffective 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) nothing 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 this each case, in accordance with the provisions of Section 2.6 shall affect Buyer’s rights pursuant to Article X5.7(g), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; (c) other Liabilities in respect of the Continuing Employees for events occurring, and for employment periods, after the Effective Time (i) it being understood and agreed, for the avoidance of doubt, that with respect to the Transferred Employees (other than the Company Employees) that are employed severance liabilities, in the United Statesevent of conflict between the provisions of this Section 1.3(c) and Section 1.3(b), obligations the provisions of Section 1.3(b) shall govern, control and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to 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 Transactionsprevail); (d) any Liabilities for Taxes for which Buyer Purchaser is responsible under liable pursuant to Section 6.1 of this Agreement5.6; (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 obligations Assigned Contract or liabilities any lease or sublease underlying any of the Assigned Leasehold and Subleasehold Interests occurring prior to the extent relating 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 Subsidiaries), such Liabilities shall be limited as provided under the Consumer Care Business in connection with any Litigation, other than Retained Liabilitiesapplicable Real Property Transfer Agreement or the applicable provisions of the Transition Services Agreement or related statement of work; (f) Liabilities that arise out of the use by Purchaser or any obligations of its Affiliates or liabilities arising under Environmental Law 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 extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities;Intellectual Property License Agreements; and (g) Liabilities in respect of any Action or Proceeding or claim to the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth extent arising out of, relating to, or otherwise in Section 2.6(h) respect of Purchaser’s or its Subsidiaries’ operation of the Seller Disclosure ScheduleBusiness or ownership of the Purchased Assets after the Effective Time.

Assumption of Liabilities. Effective 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 of otherwise provided in Section 6.8, Section 6.10 or Article VIII, Purchaser agrees, effective at the Closing, neither Seller nor any of its Affiliates shall have any liability or obligation with respect to, and Buyer shall to assume and thereafter shall agree to pay, perform and discharge when due, all liabilities and obligations of Seller and its AffiliatesLiabilities (whether known or unknown, whether relating to periods prior tofixed, onabsolute, matured, unmatured, accrued or contingent, now existing or arising after the 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 date hereof) (collectively, the “Assumed Liabilities”) of (provided thata) 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, notwithstanding anything to but not limited to, the contrary in this Section 2.6, following: (i) any liabilities or obligations 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 (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all 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) Liabilities with respect to the Transferred Employees 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 the Company Employees) that are employed in the United States, obligations ORVR Upgrade Liabilities and liabilities of Taxes for which Seller and its Affiliates (other than the Companies or their Subsidiaries) relating is responsible pursuant to vacation and sick leave, and Section 6.10 and/or Section 8.2(d); (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) all Liabilities relating to vacationAffected Employees, holiday payarising on or after the Closing Date, 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 except as otherwise expressly provided 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 under Environmental Law to the extent relating to the ownership or operation of the Consumer 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 Liabilities6.8; and (hiii) all Liabilities of Seller or any of its Subsidiaries under the obligations and liabilities set forth Permitted Liens relating to the Terminal Operations (other than Liens described in Section 2.6(hclause (b) of the Seller Disclosure Scheduledefinition of “Permitted Liens”).

Assumption of Liabilities. Effective as (a) Subject to the terms and conditions of this Agreement, at the Closing, neither Seller nor any FTIRS agrees to assume and become responsible for all obligations of its Affiliates shall have any liability or obligation with respect tothe Sellers under the agreements, contracts, mortgages, instruments, licenses, and Buyer shall other 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 thereafter pay, perform and discharge when due, become responsible for all liabilities and obligations of Seller and its Affiliates, whether relating RSPL with respect to periods prior to, on, any accrued vacation or after the Closing, leave (including accrued annual leave or long service leave) due 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 Ringtail Employees employed by RSPL in Australia in accordance with RSPL’s normal policies regarding such accrual (collectively, the “FTIAU Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations of the Companies or any of their Subsidiaries ). FTIAU shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (assume any other than Retained Liabilities) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital;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 Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIC Acquired Assets (i1) 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 conditions 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 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 Transferred Employees Ringtail Business or otherwise), (other than b) any liability of 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 to 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 Sellers for Taxes arising in connection with the Contemplated Transactions; 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 Taxes 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 which Buyer judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is responsible under Section 6.1 of this Agreement; pursuant to any statute, charter document, bylaw, agreement, or otherwise), (e) any obligations or liabilities to liability of the extent relating to the Consumer Care Business Sellers for costs and expenses incurred in connection with this Agreement, any LitigationRelated Agreement or the transactions contemplated hereby, other than Retained Liabilities; (f) any obligations liability or liabilities arising under Environmental Law to the extent relating to the ownership or operation contingency of the Consumer Care Business Sellers arising out of, or the ownershipin any way related to, useany actual or alleged breach of contract or warranty, possession tort, infringement, violation of law or condition of the Transferred Consumer Care Assets regulation, employee-related claim or the Conveyed Sitesobligation to defend in any civil, criminal or other than Retained Liabilities; legal proceeding (“Legal Claims”) or (g) the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) any liability or obligation of the Seller Disclosure ScheduleSellers 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 respect to any obligation or liability of the Sellers or the Principals not specifically included within the definition of Assumed Liabilities.