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.

Assumed Liabilities. On the terms and subject to the conditions of this Agreement, Buyer agrees to on the Closing Date assume, pay and discharge when due the following agreements, obligations and liabilities of Seller (the “Assumed Liabilities”) and no others:

Assumed Liabilities Defined. As used in this Agreement, “Assumed Liabilities” means: all Liabilities in respect of the Assumed Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, do not constitute Excluded Liabilities, and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by a Seller on or prior to the Closing.

No Assumed Liabilities. Buyer shall not assume any Liabilities of Seller. The Liabilities of Seller, none of which are assumed by Buyer, are sometimes referred to herein as the “Excluded Liabilities”. Before and after the Closing Date, Seller shall discharge and satisfy in full when due all of the Excluded Liabilities, whether incurred in the Ordinary Course or otherwise.

No Other Liabilities Assumed. Except for the Assumed Liabilities assumed by Buyer, neither Buyer nor Arcadia is assuming any of Sellers’ liabilities or obligations, whether known or unknown, contingent or realized.

Upon the terms and subject to the conditions of this Agreement, at and as of the Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer, convey, assign and deliver to Buyer, at the Closing, all of the Transferred Rights, in each case free and clear of all Encumbrances.

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 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 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 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.