Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "“Assumed Liabilities"”), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Purchaser will shall assume and agree to pay, perform discharge or perform, as appropriate, the Assumed Liabilities and discharge when due all of the Seller shall have no other obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:therewith.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will Buyer shall assume and/or accept assignment from Sellers and agree to thereafter pay, perform and or discharge when due all of in accordance with their terms only the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business Sellers and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities no others (the "Assumed Liabilities"), including but not limited to the followingwithout duplication:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the applicable Closing, Purchaser will Buyer shall assume and agree agrees to pay, perform and discharge when due any and all of the obligations Liabilities of Seller (arising, after such Closing, out of or its applicable subsidiaries) relating exclusively to the Business and arising in connection with (i) the ordinary course of ownership or operation of the Business other than Purchased Assets to be transferred at such Closing and (ii) all Transfer Taxes and Taxes relating to ownership or operation of the Retained Liabilities Purchased Assets for any taxable year or period (or portion thereof) ending after the "Closing Date (collectively, the “Assumed Liabilities"”), including but not limited to the following:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will shall assume from the Seller and agree to thereafter pay, perform and or otherwise discharge when due in accordance with their terms all of the liabilities and obligations of the Seller (with respect to, arising out of or its applicable subsidiaries) relating exclusively to to, the Business ownership, possession or use of the Seller's Assets and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Excluded Liabilities"), including but not limited to without limitation the following:

Assumed Liabilities. In connection with Subject to the sale, transfer, conveyance, assignment terms and delivery conditions of the Assets pursuant to this Agreement, including without limitation, the transfer of the Purchased Assets to Purchaser, on the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Date, Purchaser will assume shall assume, and agree to thereafter honor and fully and timely, pay, perform perform, and discharge when due due, the following liabilities of Sellers and shall perform all of the duties, responsibilities, and obligations of Seller Sellers under the following from and after the Closing Date (or its applicable subsidiaries) relating exclusively to collectively, the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "“Assumed Liabilities"), including but not limited to the following:”):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due or hold Sellers harmless from all of the obligations Assumed Liabilities. The assumption of Seller (or its applicable subsidiaries) relating exclusively the Assumed Liabilities by Purchaser will be effected pursuant to the Business Assumption Agreement and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:Sale Order.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will assume and agree to pay, perform perform, and discharge when due all only those Liabilities that are Assumed Liabilities. The assumption of the obligations of Seller (or its applicable subsidiaries) relating exclusively Assumed Liabilities by Purchaser will be effected pursuant to the Business Assignment and arising in connection with the ordinary course Assumption Agreement. For purposes of operation of the Business other than the Retained Liabilities (the "this Agreement, “Assumed Liabilities"), including but not limited to ” means only the followingfollowing liabilities of Seller:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms On and subject to the terms and conditions set forth in this Agreement, at as additional consideration for the ClosingPurchased Assets, Purchaser will assume and agree to payon the Closing Date Buyer shall undertake, assume, perform and discharge when due otherwise pay, satisfy and discharge, and hold the Seller harmless from all of the obligations following Liabilities and Obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the followingBusiness:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closingupon execution and delivery of this Agreement, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist as of the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall assign, and the Purchaser will assume shall assume, and agree to pay, perform or otherwise discharge, only the Liabilities arising (a) after the Closing Date under the Purchased Contracts; and discharge when due all of (b) after the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising Closing Date in connection with or relating to the ordinary course Purchaser’s ownership of the Purchased Assets and operation and conduct of the Business other than (collectively, the Retained Liabilities (the "“Assumed Liabilities"”), including but not limited to the following:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms On and subject to the terms and conditions set forth in this Agreement, at as additional consideration for the ClosingAcquired Assets, Purchaser will assume and agree to payon the Closing Date Buyer shall undertake, assume, perform and discharge when due all of otherwise pay, satisfy and discharge, and hold Seller harmless from the following liabilities and obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the followingBusiness:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to conditions of this Agreement and as partial consideration for the conditions set forth in this Agreementpurchase of the Purchased Assets, Buyer will, at the Closing, Purchaser will assume and agree to thereafter pay, perform and discharge when due all of in accordance with their terms the liabilities and obligations of Seller (arising after the Closing under the Assumed Contracts, but not including any liability or its applicable subsidiaries) relating exclusively obligation under any of the Assumed Contracts arising prior to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities Closing (collectively, the "Assumed Liabilities"), including but not limited to the following:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to Seller, as the Business and arising in connection with same shall exist on the ordinary course of operation of the Business other than the Retained Liabilities Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, ------------------- conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of only the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant (a) Subject to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Seller shall assign and transfer to Purchaser or an Affiliate of Purchaser (as designated by Purchaser) and Purchaser or such Affiliate of Purchaser will agree to assume and agree to pay, perform discharge or perform, as appropriate, only the following liabilities and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and Targets arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "“Assumed Liabilities"”), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment assignment, and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will Buyer shall assume and agree to pay, perform perform, and discharge when due all due, one hundred percent (100%) of the obligations of Seller (or its applicable subsidiaries) relating exclusively following Liabilities pertaining to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities Purchased Assets (the "“Assumed Liabilities"), including but not limited to the following:”):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will shall assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date, and no others (the "Assumed Liabilities"), including but not limited to the following:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will shall assume and agree to pay, discharge or perform and discharge when due all only the following Liabilities of Sellers (collectively, the obligations “Assumed Liabilities”) and no other Liabilities of Seller Sellers (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course any of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:their Affiliates):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets to the Purchaser pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating pay only those liabilities exclusively pertaining to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities Assets that are set forth on Schedule 1.3 attached hereto (the "“Assumed Liabilities"”), including but not limited to the following:.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will shall assume and agree hereby agrees to pay, discharge or perform any and discharge when due all of the obligations following Liabilities of Seller (or Seller, its applicable subsidiaries) relating exclusively to Affiliates and/or the Business and arising Purchased Companies, in connection with the ordinary course of operation of the Business each case, other than Excluded Business Taxes that are not included as a liability in the Retained Liabilities calculation of Closing Date Working Capital on the Post-Closing Statement (as adjusted pursuant to Section 2.9(d)) (the "“Assumed Liabilities"), including but not limited to the following:”):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to Seller, as the Business and arising in connection with same shall exist on the ordinary course of operation of the Business other than the Retained Liabilities Closing Date (the "“Assumed Liabilities"”), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all the following obligations of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Included Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will shall assume and agree to pay, perform and discharge when due all of pay only the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection Seller, if any, associated with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:Included Assets.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will shall assume and agree to pay, perform and discharge when due all of the obligations following Liabilities (but not the Excluded Liabilities) of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the followingas specified below:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with Subject to the sale, transfer, conveyance, assignment and delivery provisions of the Assets pursuant to this Agreement, ------------------- Purchaser agrees that upon transfer of the Purchased Assets on the terms and subject to the conditions set forth in this AgreementClosing Date, at the Closingit shall assume, Purchaser will assume and agree to pay, satisfy, discharge, perform and discharge when due all of fulfill, to the extent not paid, satisfied, performed, discharged or fulfilled by Seller on or before the Closing Date only the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (collectively, the "Assumed Liabilities"), including but not limited to the following:and none other: --------------------

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will assume and agree to pay, perform perform, and discharge when due all only those Liabilities that are Assumed Liabilities. The assumption of the obligations of Seller (or its applicable subsidiaries) relating exclusively Assumed Liabilities by Purchaser will be effected pursuant to the Business Assignment and arising in connection with Assumption Agreement. For purposes of this Agreement, “Assumed Liabilities” shall mean only the ordinary course of operation following liabilities of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the followingSeller Group:

Assumed Liabilities. In connection with Subject to the sale, transfer, conveyance, assignment terms and delivery conditions of the Assets pursuant to this Agreement, including without limitation the transfer of the Purchased Assets to Purchaser, on the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing Date, Purchaser will assume shall assume, and agree to thereafter honor and fully and timely, pay, perform perform, and discharge when due due, only the following liabilities of Seller and shall perform all of the duties, responsibilities, and obligations of Seller under the following from and after the Closing Date (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (collectively, the "Assumed Liabilities"), including but not limited to the following:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant Subject to this Agreement, on the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser will shall assume and agree hereby agrees to pay, satisfy, discharge and perform only the following Liabilities of Seller and discharge when due all its Affiliates related to or arising out of the obligations of Seller (Purchased Assets or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "“Assumed Liabilities"), including but not limited to the following:”):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller Sellers (or its applicable subsidiarieswithout duplication) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than or relating to the Retained Liabilities Assets, as the same shall exist on the Closing Date, (collectively, the "Assumed Liabilities"), including but not limited to the following:):

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating exclusively to Assumed Liabilities as the Business same shall exist on the Closing Date, and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed Liabilities"), including but not limited to the following:no others.

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on Upon the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Purchaser will shall execute and deliver to Sellers an assumption and assignment agreement (in form and content reasonably satisfactory to the Parties) (the “Assumption and Assignment Agreement”) pursuant to which Purchaser shall assume and agree to paydischarge, perform and discharge when due all of the obligations of Seller (or in accordance with its applicable subsidiaries) relating exclusively respective terms and subject to the Business and arising in connection with respective conditions thereof), only the ordinary course of operation of the Business other than the Retained following Liabilities (without duplication) (collectively the "“Assumed Liabilities"), including but not limited to the following”) and no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Buyer will assume and agree to pay, perform and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than set forth in the Retained Liabilities following Sections 1.3(a) through 1.3(l), as the same shall --------------- ------ exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the following:and no others: -------------------

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume hereby assumes and agree agrees to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing Purchaser will assume and agree to pay, perform and discharge discharge, as and when due due, all Liabilities of Sellers described in Section 1.02 of the obligations of Disclosure Schedule and any other Liabilities incurred by any Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation business between the date of this Agreement and the Business other than Closing Date, as the Retained same shall exist on or after the Closing Date, except contingent Liabilities (collectively, the "Assumed Liabilities"), including but not limited to the following:.

Assumed Liabilities. In Except as set forth in Section 1.4 below, in connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will assume on the Closing Date and agree agrees to pay, perform and discharge when due all the following obligations of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than business of the Retained Liabilities Seller (the "“Assumed Liabilities"”), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and Sellers arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all the following obligations of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and Sellers arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "“Assumed Liabilities"”), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Purchased Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Purchaser will Buyer shall assume and agree to pay, perform and discharge when due all of only the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities (the "Assumed following Liabilities"), including but not limited to the following:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Transferred Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at immediately prior to the Closing, Purchaser the Company will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising solely in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (collectively, the "“Assumed Liabilities"”), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will assume on the Closing Date and agree agrees to pay, perform and discharge when due all the following obligations of the obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation of the Business other than the Retained Liabilities Company (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, ------------------- transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and arising in connection with the ordinary course of operation conduct of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser Parent and Purchasers will assume and agree to pay, perform and discharge when due all of the following obligations of Seller (or its applicable subsidiaries) relating exclusively to the Business and Sellers arising in connection with the ordinary course of operation of the Business other than Business, as the Retained Liabilities same shall exist on the Closing Date (the "Assumed Liabilities"), including but not limited to the followingand no others:

Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will the Purchasers shall execute and deliver to Sellers the Assignment and Assumption Agreement pursuant to which Purchasers shall assume and agree to paydischarge, perform and discharge when due all of the obligations of Seller (or its applicable subsidiaries) relating exclusively in accordance with their respective terms and subject to the Business and arising in connection with respective conditions thereof), only the ordinary course of operation of the Business other than the Retained following Liabilities (without duplication) (collectively the "“Assumed Liabilities"), including but not limited to the following”) and no others: