SECTION # Purchase of Assets and Assumption of Liabilities. At the Closing, Buyer shall purchase, and Seller shall sell, transfer, assign and convey to Buyer all of Seller’s right, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Liens), in exchange for # an amount in cash equal to the Purchase Price as set forth in, and determined in accordance with, Section 2.07(a), and (b) the assumption by Buyer, and the agreement by Buyer to pay, discharge and perform when due, all of the Assumed Liabilities, in each case upon the terms and subject to the conditions set forth herein.

Assignment and Assumption of Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement and the Sale Order, effective as of the Closing Date, Purchaser shall assume from Sellers and thereafter be responsible for the payment, performance or discharge of the following Liabilities of Sellers (in accordance with their respective terms) to the extent arising under the Acquired Assets and Seller shall irrevocably convey, transfer and assign to Purchaser the following Liabilities (all such Liabilities assumed pursuant to this [Section 2.3] shall be referred to as the “Assumed Liabilities”):

Purchase and Sale of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, contribute, convey, assign, transfer and deliver to Purchaser, free and clear of all Liens (except Permitted Liens) and Liabilities (except Assumed Liabilities), whether arising prior to, on or following the Petition Date, and Purchaser shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, all rights, titles and interests of every kind and nature of Sellers (including indirect and other forms of beneficial ownership) in and to all of the properties, assets and rights of Sellers (contractual or otherwise), whether tangible or intangible, real, personal or mixed, wherever located and by whomever possessed, whether or not required to be reflected on a balance sheet prepared in accordance with GAAP, including any such properties, rights, interests and other assets acquired by Sellers after the Effective Date and prior to the Closing Date, and including the following assets of Sellers, whether or not listed below, but # in the case of Sections 2.1(h), 2.1(i), 2.1(l) and 2.1(m), including only such assets that are expressly assumed thereunder and # in all