Assumed Contracts and Assumed Seller Plans. The performance or payment obligations arising after the Closing under the Assumed Contracts and Assumed Seller Plans to the extent # such performance or payment obligations accrue, relate and are to be performed solely after the Closing, # such performance or payment obligations (aa) do not arise out of a breach of an Assumed Contract or Assumed Seller Plan that was payable prior to the Closing, # the corresponding benefits of such Assumed Contracts and Assumed Seller Plans are validly assigned to and received by Buyer, or if not assigned, benefit and are utilized by the Buyer; and

Assumed Contracts. To the extent transferable, the Contracts to which Seller is a party that are related to its operation of the Business and that are set forth on [Schedule 2.1.1(e)] (collectively, “Assumed Contracts”);

Assumed Contracts. All contracts and agreements which the Buyer may elect to be Assumed Contracts (as defined in Section 11) are set forth on [Schedule 6(f)] and are legally valid and binding and in full force and effect, and neither Seller nor any other party is in default or has breached any term of the Assumed Contracts. All the Assumed Contracts may be assigned to Buyer as contemplated by this Agreement without penalty or fee, subject to obtaining any consents identified on [Schedule 1(a)]. Subject to obtaining any consents identified on [Schedule 1(a)], none of the Assumed Contracts rights will be impaired in any material respect by the consummation of Closing, and all of the rights of Seller under the Assumed Contracts will be enforceable by Buyer after Closing without any other party’s consent or agreement.

Assumed Contracts. All rights and interests to and under the Contracts, commitments, bids and other contract rights of such Seller existing on the Closing Date, related to or arising from the Business and set forth on [Schedule 1.3] (collectively, the “Assumed Contracts”).

Assumed Liabilities. Purchaser shall assume, at the Effective Time, only the following Liabilities (as defined in Section 8.1) (collectively, the “Assumed Liabilities”):

Assumed Contracts. Seller has made available to Buyer true, correct and complete copies of all Assumed Contracts and true, correct and complete descriptions of all material terms of any oral provisions of any Assumed Contract. With respect to each of the Assumed Contracts, as of the Closing Date, except as set forth on [Schedule 4.5]: # such Assumed Contract is in full force and effect and is the legal, valid and binding obligation of the Company and, to the Knowledge of Seller, of the other parties thereto and enforceable against the Company and, to the Knowledge of Seller , against the other parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); # the Company is not in breach or default under any such Assumed Contract, and to the Knowledge of Seller, nor is any other party thereunder, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material breach or default by the Company or, to the Knowledge of Seller, any other party thereunder, give the Company or any other party thereunder the right to exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any such Assumed Contract (including to the Knowledge of Seller as a result of COVID-19 or COVID-19 Measures), or cause the creation of any Lien on any of the Company’s assets; and # no party to any of such Assumed Contracts has given written notice or, to the Knowledge of Seller, oral notice of any dispute with respect to such Assumed Contract or of its intention to cancel or terminate any such Assumed Contract or to decrease, limit or modify the goods or services purchased from, or provided to, the Company under any such Assumed Contract, or any desire to renegotiate such Assumed Contract.

Buyer’s Election Regarding Assumed Contracts. Buyer will give written notice to Seller before Closing of all the contracts and agreements which Buyer wishes to assume under this Agreement at Closing (collectively, “Assumed Contracts”). Buyer may elect to assume none, any number, or all of Seller’s contracts in Buyer’s sole and absolute discretion. If Buyer does not provide the written election of Assumed Contracts, Buyer will be deemed to have elected to assume all of Seller’s contracts and agreements (except for any Excluded Assets).

Assumed Liabilities. Subject to the terms and conditions set forth herein, and subject to the completeness and accuracy of the representations and warranties set forth in Article IV and Article V, as of [[Buyer:Organization]], Buyer shall assume liability for the Assumed Liabilities only, and not for any other Liability whatsoever. The Parties expressly acknowledge and agree that Buyer is not hereby assuming or guaranteeing, shall not be deemed to have assumed or guaranteed, and shall not be liable or otherwise have any responsibility for, any Liability of Seller, the Equityholder or any of their respective affiliates, in each case other than the Assumed Liabilities.

Assumed Contracts. All Contracts relating to the Business to which any Seller is a party or bound, including those described on [Schedule 1.1(a)] (the “Assumed Contracts”);

Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall assume and pay, honor, perform and discharge when due all executory obligations under the Assumed Contracts # arising after the Closing, # not related to, or arising out of, any breach of any Assumed Contract occurring or existing prior to the Closing, and # not related to, or arising out of, any fact, event, act, omission, circumstance or condition occurring or existing prior to the Closing (collectively, the “Assumed Liabilities”). To the extent Seller has provided any financial guaranty to a landlord in connection with a lease of Real Property listed on [Schedule 5.10], Purchaser shall assume responsibility for such guaranty in connection with the assignment of such lease.