Assumed Liabilities. Subject to the terms and conditions set forth herein, Purchaser shall assume and agree to pay, perform and discharge when due the following liabilities and obligations of [[Organization A:Organization]] arising out of or relating to the Business or the Purchased Assets (collectively, the “Assumed Liabilities”):

COBRA Liabilities. Seller shall be responsible for providing notices and coverage under COBRA to any Plant Employee (and his or her qualified beneficiaries) as to whom a “qualifying event” (as defined in Section 4980B of the Code) has occurred on or prior to the Closing Date (including qualifying events that occur in connection with the transactions contemplated by this Agreement). Buyer shall be responsible for providing notices and coverage under COBRA to any Continuing Employee (and his or her qualified beneficiaries) whose “qualifying event” occurs after the Closing Date.

Undisclosed Liabilities. Except as set forth in [Section 4.6] of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities (whether asserted or unasserted, direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), other than # those which are reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, # those incurred in the Ordinary Course of Business since the Balance Sheet Date, # those which are not, individually or in the aggregate, material in amount, and # those included in the definition of Company Transaction Expenses.

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.

Excluded Liabilities. None of Purchaser or any other USI Company shall assume or be required to perform, pay or discharge any, and the Seller Parties shall remain unconditionally liable for all, of the Seller Parties’ debts, obligations, liabilities and commitments, known or unknown, including, without limitation, any and all # obligations of the Seller Parties under leases of the Office Equipment, # debts, obligations, liabilities or commitments to the extent arising out of the operation of the Seller Business or the ownership of the Acquired Assets on or prior to the Closing Date (including, but not limited to, any such liabilities or obligations of Seller for Taxes, any Taxes relating to the ownership or operation of the Acquired Assets on or prior to the Closing Date and any such debts, obligations, liabilities or commitments that may be imposed on Purchaser under a de facto merger, successor transferee, bulk sale or similar theory, absolute, contingent or otherwise), # any liabilities to the extent arising out of or attributable to any Excluded Asset, and # liabilities, if any, set forth on [Schedule 1.4], other than the Assumed Liabilities. All such debts, obligations, liabilities and commitments that are not Assumed Liabilities are referred to as “Excluded Liabilities.”

Excluded Liabilities. Purchaser shall not assume or be deemed to have assumed, and Sellers shall remain solely responsible following Closing for, any and all indebtedness, contract obligations and other liabilities of Sellers ("Excluded Liabilities").

the assumption by the Buyer of the Assumed Liabilities through the Assumption Agreement.

Section # No Assumption of Liabilities

Assumption and Retention of Liabilities.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.