ASSUMPTION OF LIABILITIES. Subject to the terms and conditions set forth in this Agreement and the Lease, effective as of the Closing, Purchaser shall assume, pay and discharge all claims, liabilities or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownership of the Properties, to the extent such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after 12:01 a.m. on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumed by Purchaser pursuant to this Agreement accruing and attributable to the period from and after 12:01 a.m. on the Closing Date.

No Assumption of Liabilities Buyer will not assume or have any responsibility, with respect to any Liability of Seller except for those obligations set forth in the Assumed Contracts

Assumption of Assumed Liabilities. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Buyer hereby assumes, accepts and agrees to discharge or perform when due in accordance with their respective terms and subject to the respective conditions thereof, the Liabilities under the Assumed Contracts and all other Assumed Liabilities.

Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Landlord thereunder. Subtenant shall not commit or permit any of its employees or agents to commit on the Premises any act or omission which shall violate any term or condition of the Master Lease. Subtenant hereby agrees: # to comply with all provisions of the Master Lease which are incorporated hereunder; and # to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease during the term of this Sublease which are required to be performed by Subtenant hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant, unless such termination results from a default under the Master Lease by Sublandlord through no fault of Subtenant (or is otherwise a breach of this Sublease by Sublandlord through no fault of Subtenant), except that Sublandlord shall return to Subtenant that portion of any Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the terms of this Sublease. In the event of a conflict between the provisions of the Sublease and the Master Lease, as between Sublandlord and Subtenant, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall control.

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated hereunder are subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

The Buyer’s obligations under this Agreement are subject to the satisfaction of each of the following conditions, each of which is material, for the sole benefit of the Buyer and may be waived only in writing by the Buyer:

At Closing, Buyer shall deliver to Seller # an executed version of the final closing statement prepared by the Title Company, # the balance of the Purchase Price due, # Buyer’s assumption of those Contracts assigned to Buyer and # Buyer’s assumption of the Leases.

Assumption. By acceptance hereof Assignee agrees to assume and become obligated to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, from and after the date hereof by Assignor under the terms, provisions and conditions of the Assigned Contracts.

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: