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 ofcontained in this Agreement, onPurchaser shall assume, perform, pay and discharge only the Closing Date, the Buyer shall, effective at the time of the Closing, assumeAssumed Liabilities and agree to discharge and perform when due all Liabilitiesno other liabilities or obligations of the Seller relating to the Acquired Assets (collectively, the “Assumed Liabilities”).Parties whatsoever.

Assignment and Assumption of Assumed Liabilities. Subject to the terms and subject toconditions set forth in this Agreement and the conditionsSale Order, effective as of this Agreement, on the Closing Date, Purchaser shall assume from Sellers and thereafter be responsible for the Buyer shall, effective at the timepayment, performance or discharge of the Closing, assume and agree to discharge and perform when due allfollowing Liabilities of Sellers (in accordance with their respective terms) to the Seller relating toextent arising under the Acquired Assets (collectively,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”).: