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. AtSubject to the Closing, Buyerterms and conditions set forth in this Agreement and the Sale Order, effective as of the Closing Date, Purchaser shall purchase,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 sell, transfer,irrevocably convey, transfer and assign and convey to Buyer all of Seller’s right, title and interest in andPurchaser the following Liabilities (all such Liabilities assumed pursuant 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,this [Section 2.07(a), and (b)])]3] shall be referred to as 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.“Assumed Liabilities”):

Purchase and Sale of AssetsAcquired Assets. Subject to the terms and Assumption of Liabilities. Atconditions set forth in this Agreement, at the Closing, Buyer shall purchase, and SellerSellers shall sell, transfer, assigncontribute, convey, assign, transfer and conveydeliver to Buyer all of Seller’s right, title and interest in and to the Acquired Assets,Purchaser, free and clear of all Liens (other than(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 exchange for # an amount[Section 3.1], all rights, titles and interests of every kind and nature of Sellers (including indirect and other forms of beneficial ownership) in cash equaland 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,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 each case uponaccordance with GAAP, including any such properties, rights, interests and other assets acquired by Sellers after the termsEffective Date and subjectprior to the conditions set forth herein.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