On the terms and subject to the conditions of this Agreement, on the Closing Date, the Buyer shall, effective at the time of the Closing, assume and agree to discharge and perform when due all Liabilities of the Seller relating to the Acquired Assets (collectively, the “Assumed Liabilities”).

Assumed Liabilities. After the Closing Date and on the terms and subject to the conditions contained in this Agreement, Purchaser shall assume, perform, pay and discharge only the Assumed Liabilities and no other liabilities or obligations of the Seller Parties whatsoever.

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”):