Assumed Liabilities. Upon and subject to the terms, conditions, representations and warranties of the Seller contained herein, and subject to [Section 1.3(a)], the Purchaser hereby assumes # any and all Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets on or after the Closing, # all Taxes with regard to the Business or the Purchased Assets other than Excluded Taxes, # the Purchaser Severance Liabilities, # all Liabilities and obligations in respect of the Transferred Employees, including all wages, salaries and other compensation and employee benefits (including any termination pay, severance pay, notice pay (contractual, statutory and/or common law), insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of any Transactional Agreement), retirement and any other benefits, premiums, claims and related costs) to the extent relating to or arising out of their employment with the Purchaser or any Purchaser Affiliate on or after the Closing, # all Liabilities in connection with the Leases to the extent relating to or arising during the period on or after the Closing and # the following Liabilities relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing: # Liabilities under the Seller Contracts, # Liabilities associated with outstanding service and warranty commitments in connection with the sale of Products in the Ordinary Course of Business and # Liabilities associated with factory guarantees or warranty commitments pursuant to the sale of Products in the Ordinary Course of Business (Liabilities assumed under [clauses (i) through (v) of this Section 1.3(b)] (collectively, the “Assumed Liabilities”)).

“Current Ratio” means the ratio of Current Assets to Current Liabilities.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, each Seller acknowledges and agrees that except for the Assumed Liabilities, # Purchaser shall not be the successor to any Liability of any Seller or its Affiliates or relating to the Acquired Assets and # Purchaser will not assume, be obligated to pay nor in any way be liable or responsible for, any Liability of any Seller or its Affiliates, except pursuant to the terms and provisions of this Agreement (any such excluded obligations and Liabilities, the “Excluded Liabilities”). For the avoidance of doubt, all environmental Liabilities of Sellers related to the Business and the Acquired Assets arising prior to the Closing Date are Excluded Liabilities and shall be retained by Sellers.

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.

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”).

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.

Seller has no employees, and Buyer shall not be assuming any employment-related liabilities of Seller under this Agreement. Seller permits Buyer’s representatives to communicate with Manager’s employees at the Project, subject to Manager’s approval.

Absence of Undisclosed Liabilities. All Liabilities are disclosed on its SEC filings, except: # those not required under generally accepted accounting principles to be disclosed on the SEC filings, # those which would not have an Buyer Material Adverse Effect, and # those which arose in the ordinary course of business subsequent to the Buyer’s latest financial Statements.

Buyer’s Conditions to Closing. The obligation of Buyer to purchase the Shares at the Closing is subject to the fulfillment to Buyer’s satisfaction, at or prior to the Closing Date, of the following conditions.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: