Common use of Cure Amounts Clause in Contracts

Cure Amounts. (i) U.S. Sellers have delivered, or will deliver as soon as practicable after the date hereof, to U.S. Buyer a schedule containing Sellers’ reasonable estimate of the Cure Amounts for each Contract that is listed on Annex B as of the date hereof. U.S. Sellers have set forth in Annex C, a list of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with and provide such additional information to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject to Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval of the Bankruptcy Court pursuant to the Sale Order, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer and U.S. Buyer shall assume from U.S. Sellers all such Assumable Contracts, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their reasonable best efforts, including the filing and prosecution of any and all appropriate proceedings in the Bankruptcy Court, to establish the Cure Amount, if any, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, and any proposed orders submitted to, the Bankruptcy Court seeking authorization after the date hereof to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyer. To the extent that any counterparty objects to a proposed Cure Amount or to the assumption and assignment on any other grounds (each, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterparty, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary defaults under each Assumed Contract by payment of any Cure Amounts related to Assumed Contracts as ordered by the Bankruptcy Court, and U.S. Sellers shall have no Liability for any Cure Amounts related to Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unless, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditions. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer as provided in this Section 5(j) shall be an Excluded Asset.

Cure Amounts. (i) U.S. Sellers have delivered, or will deliver as soon as practicable after the date hereof, to U.S. Buyer a schedule containing Sellers’ reasonable estimate of the Cure Amounts for each Contract that is listed on Annex B as of the date hereof. U.S. Sellers have set forth in Annex C, a list of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with At Closing and provide such additional information to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject pursuant to Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval 365 of the Bankruptcy Court pursuant to the Sale OrderCode, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer Purchaser the Assumed Contracts. The Cure Amounts, as determined by Purchaser and U.S. Buyer shall assume from U.S. Sellers all the counterparties to such Assumable Contracts, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their reasonable best efforts, including the filing and prosecution of any and all appropriate proceedings in contracts or the Bankruptcy Court, if any, necessary to establish cure all defaults, if any, and to all pay all actual or pecuniary losses that have resulted from such defaults under the Assumed Contracts, shall be paid by Purchaser, on the Closing Date and upon such payment Purchaser shall have no liability for the Cure Amounts. Notwithstanding the foregoing, in the event the actual Cure Amounts for all Assumed Contracts required to be paid on the Closing Date in accordance with this Agreement exceeds Seven Million Dollars ($7,000,000) plus the sum of pre-petition amounts due to certain vendors and suppliers designated by Purchaser and Sellers as “critical vendors” up to an amount of One Million Six Hundred and Fifty Thousand Dollars ($1,650,000) to the extent such amounts are not otherwise approved by the Bankruptcy Court and not paid by Sellers post petition (the “Basket Cure Amount”), then Purchaser may, by written notice to Sellers, elect to (i) pay the amount by which the Cure Amount exceeds the Basket Cure Amount (the “Excess Basket Cure Amount”) and/or (ii) cause Sellers to reject any Assumed Contract or (iii) to the extent the failure to assume an Assumed Contract would result in a Material Adverse Effect (as defined in Section 7.8), Purchaser shall not be obligated to consummate the transactions contemplated by this Agreement and shall be entitled to terminate this Agreement in accordance with the provisions of Section 9.4 hereof, unless Sellers elect to pay the Excess Basket Cure Amount. No later than three (3) business days prior to the Closing, Purchaser shall notify Sellers in writing which of the Cure Amounts in excess of the Excess Basket Cure Amount Purchaser has elected to pay, if any. No later than one (1) business day prior to the Closing, Sellers shall notify Purchaser in writing which of the Cure Amounts in excess of the Excess Basket Cure Amount Sellers have elected to pay, if any. Upon execution of this Agreement Purchaser shall have the exclusive right to negotiate the assumption and assignment of each Assumed Contract, including the Cure Amount, if anywith the counterparty to such to-be Assumed Contract. Notwithstanding the foregoing, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, Sellers and any proposed orders submitted toQualified Bidder (as such term is defined in the Bidding Procedures attached hereto as Exhibit A) other than Purchaser, shall have the Bankruptcy Court seeking authorization after the date hereof right to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyer. To the extent that any counterparty objects to a proposed Cure Amount or to negotiate the assumption and assignment on of any other grounds (each, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterpartycontracts, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary defaults under each Assumed Contract by payment of any Cure Amounts related to Assumed Contracts as ordered by the Bankruptcy Court, and U.S. Sellers shall have no Liability for any Cure Amounts related to Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unlessamounts, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditionsconnection with any competing offer. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer as provided in this Section 5(j) shall be an Excluded Asset.

Cure Amounts. (i) U.S. Sellers have deliveredshall transfer and assign all Assumed Contracts to Buyer or an Affiliate of Buyer designated by Buyer, and Buyer or will deliver such designated Affiliate of Buyer shall assume all Assumed Contracts from Sellers, as soon of the Closing Date pursuant to section 365 of the Bankruptcy Code and the Sale Order. As promptly as practicable after following the date hereof, to U.S. Buyer a schedule containing Sellers’ reasonable estimate of the Cure Amounts for each Contract that is listed on Annex B as of the date hereof. U.S. Sellers have set forth in Annex C, a list of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with and provide such additional information to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject to Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval of the Bankruptcy Court pursuant to the Sale Order, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer and U.S. Buyer shall assume from U.S. Sellers all such Assumable Contracts, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their commercially reasonable best efforts, including efforts to cooperate and determine the filing and prosecution of any and all appropriate proceedings in the Bankruptcy Court, to establish the Cure Amount, if any, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, and any proposed orders submitted to, the Bankruptcy Court seeking authorization after the date hereof to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyer. To the extent that any counterparty objects to a proposed Cure Amount or to the assumption and assignment on any other grounds (each, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterparty, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount amounts required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary all defaults under each Assumed Contract so as to permit the assumption and assignment of each such Assumed Contract pursuant to section 365 of the Bankruptcy Code in connection with the transactions contemplated in this Agreement (as ultimately determined by the Bankruptcy Court, the “Cure Amounts”). In connection with the assignment and assumption of the Assumed Contracts, Sellers shall cure any defaults under the Assumed Contracts by payment of any Cure Amounts related to Assumed Contracts (or create reserves therefor) as ordered by the Bankruptcy CourtCourt ; provided, however, that Buyer shall be responsible for the payment of any Cure Amounts or other costs that arise as a result of Buyer modifying Schedule 2.1(c) after the signing of this Agreement to add other Contracts to Schedule 2.1(c) (the “Additional Contracts”). Buyer shall be additionally responsible for any and U.S. all the expenses incurred by the Sellers from the date the Sale Order is entered through and including the date on which an order is entered rejecting the Additional Contracts. Notwithstanding the payment of the Cure Amounts by Sellers or Buyer (if applicable), Buyer or its designated Affiliate shall be responsible for demonstrating and establishing adequate assurance of future performance before the Bankruptcy Court with respect to the Assumed Contracts. For the avoidance of doubt, neither Buyer nor any Affiliate of Buyer shall have no any Liability for any Cure Amounts related to any Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unless, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditions. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer except as provided in this Section 5(j) shall be an Excluded Asset6.12.

Cure Amounts. (i) U.S. Sellers have delivered, or will deliver as soon as practicable after the date hereof, to U.S. Buyer a schedule containing Sellers’ reasonable estimate of the Cure Amounts for each Contract that is listed on Annex B as of the date hereof. U.S. Sellers have set forth in Annex C, a list of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with At Closing and provide such additional information to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject pursuant to Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval 365 of the Bankruptcy Court pursuant to the Sale OrderCode, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer Purchaser the Assumed Contracts. The Cure Amounts, as determined by Purchaser and U.S. Buyer shall assume from U.S. Sellers all the counterparties to such Assumable Contracts, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their reasonable best efforts, including the filing and prosecution of any and all appropriate proceedings in contracts or the Bankruptcy Court, if any, necessary to establish cure all defaults, if any, and to all pay all actual or pecuniary losses that have resulted from such defaults under the Assumed Contracts, shall be paid by Purchaser, on the Closing Date and upon such payment Purchaser shall have no liability for the Cure Amounts. Notwithstanding the foregoing, in the event the actual Cure Amounts for all Assumed Contracts required to be paid on the Closing Date in accordance with this Agreement exceeds Two Million Dollars ($2,000,000) plus the sum of pre-petition amounts due to certain vendors and suppliers designated by Purchaser and Sellers as "critical vendors" up to an amount of One Million Six Hundred and Fifty Thousand Dollars ($1,650,000) to the extent such amounts are not otherwise approved by the Bankruptcy Court and not paid by Sellers post petition (the "Basket Cure Amount"), then Purchaser may, by written notice to Sellers, elect to (i) pay the amount by which the Cure Amount exceeds the Basket Cure Amount (the "Excess Basket Cure Amount") and/or (ii) cause Sellers to reject any Assumed Contract. No later than three (3) business days prior to the Closing, Purchaser shall notify Sellers in writing which of the Cure Amounts in excess of the Excess Basket Cure Amount Purchaser has elected to pay, if any. No later than one (1) business day prior to the Closing, Sellers shall notify Purchaser in writing which of the Cure Amounts in excess of the Excess Basket Cure Amount Sellers have elected to pay, if any. Upon execution of this Agreement Purchaser shall have the exclusive right to negotiate the assumption and assignment of each Assumed Contract, including the Cure Amount, if anywith the counterparty to such to-be Assumed Contract. Notwithstanding the foregoing, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, Sellers and any proposed orders submitted toQualified Bidder (as such term is defined in the Bidding Procedures attached hereto as Exhibit A) other than --------- Purchaser, shall have the Bankruptcy Court seeking authorization after the date hereof right to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyer. To the extent that any counterparty objects to a proposed Cure Amount or to negotiate the assumption and assignment on of any other grounds (each, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterpartycontracts, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary defaults under each Assumed Contract by payment of any Cure Amounts related to Assumed Contracts as ordered by the Bankruptcy Court, and U.S. Sellers shall have no Liability for any Cure Amounts related to Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unlessamounts, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditionsconnection with any competing offer. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer as provided in this Section 5(j) shall be an Excluded Asset.

Cure Amounts. (i) U.S. Sellers have deliveredExcept as otherwise permitted by the next sentence of this paragraph, or will deliver as soon as practicable after at the date hereof, Closing and pursuant to U.S. Buyer a schedule containing Sellers’ reasonable estimate Section 365 of the Bankruptcy Code, Seller shall assign to Purchaser, and Purchaser shall assume from Seller, the Assigned Contracts, Personal Property Leases, Real Property Leases and Intellectual Property Licenses referred to in Section 2.1. The cure amounts, if any, as determined by the Bankruptcy Court, necessary to cure all defaults, if any, and to pay all actual or pecuniary losses, if any, that have resulted from any defaults on the part of Seller under the Assigned Contracts, Personal Property Leases, Real Property Leases and Intellectual Property Licenses referred to in Section 2.1 shall be paid by Purchaser (or Purchaser shall have delivered into escrow on terms reasonably acceptable to Seller amounts sufficient to pay any claim therefor that remains disputed as of the Closing, as such amount shall have been determined by the Bankruptcy Court) at or before the Closing (except as otherwise agreed to by the other party to the Assigned Contracts, Personal Property Leases, Real Property Leases and Intellectual Property Licenses referred to in Section 2.1) and Seller shall have no liability for any such cure amount; provided, however, that, if the aggregate of all such cure amounts (including such reserved amounts) as of the anticipated Closing Date is in excess of one hundred and ten percent (110%) of the aggregate amount set forth on Schedule 2.5, Purchaser shall not be required to pay any of such amounts as Purchaser selects by notice given to Seller not less than three (3) Business Days before the Closing Date which amounts, if paid, would result in Purchaser’s payment of cure amounts aggregating more than such sum and Purchaser may instead exclude the Assigned Contract, Personal Property Lease, Real Property Lease or Intellectual Property License to which such cure amount relates from among the Purchased Assets; provided further, however, that Seller in such event may in its discretion elect by notice to Purchaser given before the Closing to pay the cure amount associated therewith, in which case Purchaser at the Closing shall assume such Assigned Contract, Personal Property Lease, Real Property Lease or Intellectual Property License. The cure amounts to be paid by Purchaser in accordance with the foregoing provisions of this Section 2.5 are hereinafter sometimes referred to as the “Cure Amounts for each Contract that is listed Amounts”. Without limiting Seller’s obligations under Section 8.3, Purchaser shall not have the right to terminate this Agreement as a result of the failure by Seller or inability of Seller to assign to Purchaser (on Annex B terms and conditions no less favorable than those in existence as of the date hereof. U.S. Sellers have set forth ) at the Closing any Assigned Contract, Personal Property Lease, Real Property Lease or Intellectual Property License referred to in Annex CSection 2.1 or Purchaser’s decision not to assume any Assigned Contract, a list Personal Property Lease, Real Property Lease of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with and provide such additional information Intellectual Property License as to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and which Purchaser has not paid the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before Amount in accordance with the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list second sentence of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject to this Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval of the Bankruptcy Court pursuant to the Sale Order, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer and U.S. Buyer shall assume from U.S. Sellers all such Assumable Contracts2.5, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their reasonable best efforts, including the filing and prosecution of any and all appropriate proceedings such failure or inability results in the Bankruptcy Court, to establish the Cure Amount, if any, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, and any proposed orders submitted to, the Bankruptcy Court seeking authorization after the date hereof to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyera Material Adverse Effect. To the extent that any counterparty objects to a proposed Cure Amount or to the assumption and assignment on any other grounds (eachKnowledge of Seller, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterparty, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary defaults under each Assumed Contract by payment of any Cure Amounts related to Assumed Contracts as ordered by the Bankruptcy Court, and U.S. Sellers shall have no Liability for any Cure Amounts related to Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C estimate as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unless, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditions. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer as provided Amounts described in this Section 5(j) shall be an Excluded Asset2.5 is set forth on Schedule 2.5.

Cure Amounts. The "Basket Cure Amount" means Cure Amounts up to ------------ the maximum amount of One Hundred Thousand Dollars (i$100,000) U.S. Sellers have delivered, or will deliver as soon as practicable after for those Assumed Contracts which Purchaser and Adaptive mutually agree are necessary for Purchaser to proceed with the date hereof, to U.S. Buyer a schedule containing Sellers’ reasonable estimate of transactions contemplated by this Agreement listed on Schedule 2.2(b) hereto (the "Necessary Assumed Contracts"). The Basket Cure --------------- Amount shall be paid by Adaptive from the Purchase Price. If the Cure Amounts for each Contract that necessary to cure all pre-petition defaults under the Necessary Assumed Contracts is equal to or greater than One Hundred Thousand Dollars ($100,000) above the Basket Cure Amount (the "Excess Basket Cure Amount"), Purchaser shall not be obligated to consummate the transactions contemplated by this Agreement (and the Escrow Deposit shall be returned to Purchaser) unless Adaptive or Purchaser elects to pay the Cure Amounts which exceed the Excess Basket Cure Amount. In no event shall any Cure Amounts (the "License Cure Amounts") owing under the contract listed on Annex B as Schedule 2.2(b) (the "License Contract") be --------------- included in the Basket Cure Amount or the Excess Basket Cure Amount, provided, however, that if the License Cure Amounts exceed the fees receivable under the License Contract (the "License Fee Amount"), Purchaser shall not be obligated to consummate the transactions contemplated by this Agreement and shall be entitled to terminate this Agreement in accordance with the provisions of Section 9.2 hereof, unless Adaptive or Purchaser elect to pay the amount of the date hereofLicense Cure Amounts that exceed the License Fee Amount. U.S. Sellers have set forth The Excess Basket Cure Amount and the License Cure Amounts for the Necessary Assumed Contracts and any Cure Amounts for the Assumed Contracts that are not Necessary Assumed Contracts shall be the sole responsibility of Purchaser. No later than three (3) business days prior to the Closing, Purchaser shall notify Adaptive in Annex C, a list writing which of each Contract that U.S. Sellers reasonably believe in good faith require the Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate the Excess Basket Cure Amount Purchaser has elected to pay, if any. No later than one (1) business day prior to the Closing, Adaptive shall notify Purchaser in writing which of the Cure Amounts in excess of the Excess Basket Cure Amount for each such ContractAdaptive has elected to pay, if any. U.S. Sellers Adaptive and Purchaser understand and agree the amounts of the Basket Cure Amount and the Excess Basket Cure Amount were calculated based upon Adaptive's Schedule G to its Bankruptcy Schedules and Statement of Financial Affairs which Adaptive provided to Purchaser. Adaptive's employment contracts shall reasonably cooperate with and provide such additional information to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all not be included in the Necessary Assumed Contracts relating to the Business (and the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject to Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers amounts shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval of the Bankruptcy Court pursuant to the Sale Order, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer and U.S. Buyer shall assume from U.S. Sellers all such Assumable Contracts, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their reasonable best efforts, including the filing and prosecution of any and all appropriate proceedings included in the Bankruptcy Court, to establish the proposed Basket Cure Amount and Excess Basket Cure Amount, if any, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, and any proposed orders submitted to, the Bankruptcy Court seeking authorization after the date hereof to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyer. To the extent that any counterparty objects to a proposed Cure Amount or to the assumption and assignment on any other grounds (each, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterparty, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary defaults under each Assumed Contract by payment of any Cure Amounts related to Assumed Contracts as ordered by the Bankruptcy Court, and U.S. Sellers shall have no Liability for any Cure Amounts related to Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unless, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditions. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer as provided in this Section 5(j) shall be an Excluded Asset.

Cure Amounts. Except as otherwise permitted by the next sentence of this paragraph, at the Closing and pursuant to Section 365 of the Bankruptcy Code, the Sellers shall assign to Purchaser, and Purchaser shall assume from the Sellers, the Assigned Contracts, Personal Property Leases, Real Property Leases and Intellectual Property Licenses referred to in Section 2.1. The cure amounts, if any, as determined by the Bankruptcy Court, necessary to cure all defaults, if any, and to pay all actual or pecuniary losses, if any, that have resulted from any defaults on the part of the Sellers under the Assigned Contracts, Personal Property Leases, Real Property Leases and Intellectual Property Licenses referred to in Section 2.1 shall be paid by Purchaser (ior Purchaser shall have delivered into escrow on terms reasonably acceptable to SVCMC amounts sufficient to pay any claim therefor that remains disputed as of the Closing, as such amount shall have been determined by the Bankruptcy Court) U.S. at or before the Closing, (except as otherwise agreed to by the other party to the Assigned Contracts, Personal Property Leases, Real Property Leases and Intellectual Property Licenses referred to in Section 2.1) and the Sellers shall have deliveredno liability for any such cure amount; provided, however, that, if the aggregate of all such cure amounts (including such reserved amounts) as of the anticipated Closing Date is in excess of five hundred and fifty-six thousand dollars ($556,000), Purchaser shall not be required to pay any of such amounts as Purchaser selects by notice given to SVCMC not less than three (3) Business Days before the Closing Date which amounts, if paid, would result in Purchaser’s payment of cure amounts aggregating more than such sum and Purchaser may instead exclude the Assigned Contract, Personal Property Lease, Real Property Lease or will deliver Intellectual Property License to which such cure amount relates from among the Purchased Assets; provided further, however, that SVCMC in such event may in its discretion elect by notice to Purchaser given before the Closing to pay the cure amount associated therewith, in which case Purchaser at the Closing shall assume such Assigned Contract, Personal Property Lease, Real Property Lease or Intellectual Property License. The cure amounts to be paid by Purchaser in accordance with the foregoing provisions of this Section 2.5 are hereinafter sometimes referred to as soon as practicable after the date hereof, to U.S. Buyer a schedule containing “Cure Amounts”. Without limiting the Sellers’ reasonable estimate obligations under Section 8.3, Purchaser shall not have the right to terminate this Agreement as a result of the Cure Amounts for each Contract that is listed failure by the Sellers or inability of the Sellers to assign to Purchaser (on Annex B terms and conditions no less favorable than those in existence as of the date hereof. U.S. Sellers have set forth ) at the Closing any Assigned Contract, Personal Property Lease, Real Property Lease or Intellectual Property License referred to in Annex CSection 2.1 or Purchaser’s decision not to assume any Assigned Contract, a list Personal Property Lease, Real Property Lease of each Contract that U.S. Sellers reasonably believe in good faith require Cure Amounts in excess of $50,000 along with U.S. Sellers’ reasonable good faith estimate of the Cure Amount for each such Contract. U.S. Sellers shall reasonably cooperate with and provide such additional information Intellectual Property License as to U.S. Buyer so to identify and provide to U.S. Buyer as promptly as practicable all Contracts relating to the Business (and which Purchaser has not paid the related Cure Amounts) and subject to assumption or rejection (each, an “Assumable Contract”). (ii) On or before Amount in accordance with the hearing on the Bidding Procedures, U.S. Buyer will provide U.S. Sellers with a list second sentence of Assumable Contracts on Annex B that represents U.S. Buyer’s reasonable best efforts to identify the Assumable Contracts that U.S. Buyer desires to assume from U.S. Sellers at such time. From and after the date hereof, (A) U.S. Buyer may add any Assumable Contract to Annex B from and after the date hereof until the earlier to occur of (1) March 31, 2010 or (2) the Closing, subject to this Section 2(j) and 6(b), and (B) U.S. Buyer may delete any Assumable Contract from Annex B from and after the date hereof until the later to occur of (1) the Closing or (2) three Business Days following entry of a Final Order determining all Cure Amounts and adequate assurance (if any) required for such Assumable Contract (with respect to each Assumable Contract, the “Applicable Assumption Deadline”). In the event that U.S. Buyer shall determine to reject or refuse assignment of any Assumable Contract, U.S. Buyer shall have no obligations with respect to such Assumable Contract, including any obligation to cure any defaults thereunder. Any Assumable Contract listed on Annex B at the close of business on the Applicable Assumption Deadline shall be an Assumed Contract designated to be assumed and assigned to U.S. Buyer, with U.S. Buyer being responsible for all Cure Amounts associated therewith. U.S. Buyers shall not be required to make any payment for Cure Amounts for any Assumable Contracts removed from Annex B. (iii) With respect to each Assumable Contract listed on Annex B, at the Applicable Assumption Deadline, subject to the approval of the Bankruptcy Court pursuant to the Sale Order, or such other order of the Bankruptcy Court and/or the consent of the applicable counterparties to the extent necessary to effect the assignment for such Assumable Contract in any case, U.S. Sellers shall assume and assign to U.S. Buyer and U.S. Buyer shall assume from U.S. Sellers all such Assumable Contracts2.5, unless previously removed from Annex B pursuant to this Section 5(j). (iv) U.S. Sellers shall use their reasonable best efforts, including the filing and prosecution of any and all appropriate proceedings such failure or inability results in the Bankruptcy Court, to establish the Cure Amount, if any, for each Assumable Contract that Buyer adds to Annex B from and after the date hereof. Any motions filed with, and any proposed orders submitted to, the Bankruptcy Court seeking authorization after the date hereof to assume or reject any Contracts shall be in form and substance satisfactory to U.S. Buyera Material Adverse Effect. To the extent that any counterparty objects to a proposed Cure Amount or to Knowledge of the assumption and assignment on any other grounds (eachSellers, an “Objecting Counterparty”), U.S. Sellers shall reasonably cooperate with U.S. Buyer to negotiate with such Objecting Counterparty, including attending meetings and conferences with such Objecting Counterparty and its representatives as U.S. Buyer reasonably requests, and providing U.S. Buyer with reasonable access to the books and records of U.S. Sellers to defend the proposed assignment and assumption and Cure Amount. Under no circumstances shall U.S. Sellers, without the written consent of U.S. Buyer, (A) compromise or commence any action with respect to a negotiated Cure Amount required to be made under the Bankruptcy Code to effectuate the assumption of any Assumable Contract, (B) agree to any other amendments, supplements or modifications of, or waivers with respect to, any Assumable Contract as part of a negotiated Cure Amount, or (C) reject or take any action (or fail to take any action that would result in rejection, repudiation or disclaimer by operation of law) to reject, repudiate or disclaim any Assumable Contract. (v) At the Applicable Assumption Deadline, to the extent not previously paid, U.S. Buyer shall cure any monetary defaults under each Assumed Contract by payment of any Cure Amounts related to Assumed Contracts as ordered by the Bankruptcy Court, and U.S. Sellers shall have no Liability for any Cure Amounts related to Assumed Contracts; provided, however, that notwithstanding anything to the contrary in this Agreement, if the Cure Amount with respect to any Assumable Contract with a vendor of U.S. Sellers that is not listed on Annex C estimate as of the date hereof exceeds $50,000 (an “Excluded Cure Amount”) and U.S. Buyer agrees to assume such Assumable Contract, then U.S. Sellers shall be responsible for the payment of such Excluded Cure Amount; provided, further, that the immediately preceding proviso shall not apply if Sellers could not have reasonably known as of the date hereof that the Cure Amount of such Assumable Contract would exceed $50,000 unless, in each case, such Assumable Contract is a Contract (A) containing pricing terms that are below market pricing terms for the same goods, materials or services or (B) that Buyers would be unable to replace on substantially similar terms and conditions. (vi) Notwithstanding any other provision of this Agreement, each Contract to which Tronox Australia is party (other than Contracts with other Sellers) shall be an Acquired Asset and shall be assumed by and assigned to Australia Buyer and shall be an Assumed Contract. (vii) Any Contract of the Asset Sellers that is not assumed by U.S. Buyer as provided Amounts described in this Section 5(j) shall be an Excluded Asset2.5 is set forth on Schedule 2.5.