Assumption of Liabilities. Effective as of the Closing, subject to the terms and conditions set forth in the Agreement, Buyer does hereby assume all of the future liabilities associated with the Tangible Personal Property and Assets purchased by Buyer (“Assumed Liabilities”). The assumption by Buyer of the Assumed Liabilities shall not enlarge any rights or remedies of any third parties under any contracts or arrangements with Seller. Nothing herein shall prevent Buyer from contesting with a third party in good faith any of the Assumed Liabilities. Except for the Assumed Liabilities and as set forth in the Assignment and Assumption of Intangible Property of even date herewith between Seller and Buyer, Buyer shall not assume or be bound by any obligations of Seller of any kind or nature, contingent or otherwise.

Assumed Liabilities. Subject to the terms and conditions set forth herein, at the Closings Seller shall assign to Buyer or Buyer’s designee, and Buyer or Buyer’s designee shall assume and agree to pay, perform and discharge only the following liabilities of Seller (collectively, the “Assumed Liabilities”), and no other liabilities of any kind or nature whatsoever:

Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller arising after the Closing under the Purchased Assets (collectively, the “Assumed Liabilities”), and no other Liabilities: # all Liabilities in respect of the Purchased Assets to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to any breach, default or violation by Seller on or prior to the Closing; and # those Liabilities of Seller set forth in [Schedule 3.1].

Effective at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to assume and become responsible for the following Liabilities to the extent relating to the Acquired Assets (and solely to the extent they do not constitute Excluded Liabilities) (the “Assumed Liabilities”):