Assets and Assumed Contracts Subject to the terms, conditions, covenants and agreements hereinafter provided, Buyer shall purchase and receive, and Seller shall sell and deliver to Buyer at the closing the Assets and Assumed Contracts described in Article IV hereof (the “Closing” or “Closing Date”), free and clear of all liens, encumbrances, claims and charges, except as expressly provided herein. The Assets and Assumed Contracts are being acquired by Buyer in order to enable Buyer to commence operating the Proposed Business. The Assets include, but are not limited to, the following:

Non-assignable Assumed Contracts. Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery, or attempted sale, assignment, transfer, conveyance or delivery, to Purchaser of any Assumed Contracts would constitute a breach or default thereunder or require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement, and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, the Closing shall occur notwithstanding the foregoing or anything herein to the contrary without any adjustment to the Purchase Price on account thereof. In such event, following the Closing, [[Organization A:Organization]] and Purchaser shall use commercially reasonable efforts, and shall reasonably cooperate with each other, to obtain any such required consent, authorization, approval or waiver, or any release to assign and novate all liabilities and obligations under any and such Assumed Contracts or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, the Purchaser shall receive the benefit of such Assumed Contracts and Purchaser shall be solely responsible and have the burden of all liabilities and obligations of such Assumed Contracts from and after the Closing Date; provided, however, that neither [[Organization A:Organization]] nor Purchaser shall be required to pay any material consideration therefor. Pending receipt of any such consent, authorization, approval or waiver, or release, Purchaser shall assume sole responsibility for the performance of all obligations under each of the Assumed Contracts unless and until the countervailing party takes any material action to prevent Purchaser from receiving the benefit of any such Assumed Contracts.

Assignment of Assumed Contracts. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and its successors and assigns, all of Seller’s right, title and interest in, to and under the Assumed Contracts, including those listed on Section 2.2(e) of the Seller Disclosure Letter, and Buyer hereby accepts such sale, conveyance, transfer, assignment and delivery from Seller.

“Assumed Contracts” means the Sellers’ Contracts and the Assumed Leases.

Assumed Liabilities. The Company agrees to assume and be responsible for all liabilities and obligations arising on or after the date hereof associated with the Company’s use, ownership or operation of the TFF Assets (the “Assumed Liabilities”).

Assumed Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform and discharge when due the following liabilities and obligations of [[Organization A:Organization]] arising out of or relating to the Business or the Purchased Assets (collectively, the “Assumed Liabilities”):

Assumed Liabilities. Upon and subject to the terms, conditions, representations and warranties of the Seller contained herein, and subject to [Section 1.3(a)], the Purchaser hereby assumes # any and all Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets on or after the Closing, # all Taxes with regard to the Business or the Purchased Assets other than Excluded Taxes, # the Purchaser Severance Liabilities, # all Liabilities and obligations in respect of the Transferred Employees, including all wages, salaries and other compensation and employee benefits (including any termination pay, severance pay, notice pay (contractual, statutory and/or common law), insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of any Transactional Agreement), retirement and any other benefits, premiums, claims and related costs) to the extent relating to or arising out of their employment with the Purchaser or any Purchaser Affiliate on or after the Closing, # all Liabilities in connection with the Leases to the extent relating to or arising during the period on or after the Closing and # the following Liabilities relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing: # Liabilities under the Seller Contracts, # Liabilities associated with outstanding service and warranty commitments in connection with the sale of Products in the Ordinary Course of Business and # Liabilities associated with factory guarantees or warranty commitments pursuant to the sale of Products in the Ordinary Course of Business (Liabilities assumed under [clauses (i) through (v) of this Section 1.3(b)] (collectively, the “Assumed Liabilities”)).

On the terms and subject to the conditions of this Agreement, on the Closing Date, the Buyer shall, effective at the time of the Closing, assume and agree to discharge and perform when due all Liabilities of the Seller relating to the Acquired Assets (collectively, the “Assumed Liabilities”).

For purposes of this Agreement, “​ Material Contract” shall mean:

Contracts. Annex K contains a list of each material Contract to which the Company is a party. The Company has no and is not bound by any oral Contracts. A true, correct and complete copy of each written material Contract has been made available to Buyer. With respect to the Company’s obligations thereunder and, with respect to the obligations of the other parties thereto, all of the Company’s material Contracts are valid, binding and enforceable against the Company (to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in accordance with their respective terms. The Company (to the extent party thereto) has performed all obligations required to be performed by them under such material Contracts and the Company has not received any notice that it is in default under or in breach of any such material Contract. Prior to the date hereof, # no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such material Contract; # to the Company’s knowledge, no other party to any such material Contract is in breach thereof or default thereunder and none of the Company or any Seller has received any notice of termination, cancellation, breach or default under any such material Contract; and # except for negotiations with customers in the ordinary course of business, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under any of the material Contracts with any Person and no such Person has made written demand for such renegotiation.