Liabilities. Buyer hereby assumes and agrees to pay, perform and discharge when due only the following Liabilities of Seller related to the Business (the “Assumed Liabilities”):

Liabilities. If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and except that Sections 6, 7, 11, 12, 13, 14, 15, 17, 18, 20 and 21 hereof shall survive such termination and remain in full force and effect.

Liabilities. If this Agreement is terminated pursuant to this [Section 9], such termination shall be without liability of any party to any other party except as provided in [Section 4] hereof, and except that [Sections 6, 7, 11, 12, 13, 14, 15, 17, 18, 20 and 21]1]1]1]1]1]1]1]1]1]1] hereof shall survive such termination and remain in full force and effect.

Liabilities. None of the Obligors and the Restricted Subsidiaries is subject to any liabilities (including withdrawal liabilities) with respect to any Plans of the Obligors, the Restricted Subsidiaries and their ERISA Affiliates arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with respect to such Plans, except for such liabilities that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

Liabilities. For purposes of this Agreement, the term “Liabilities” shall be broadly construed and shall include, without limitation, judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid in settlement, including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payment under this Agreement.

Liabilities. If this Agreement is terminated pursuant to this [Section 13], such termination shall be without liability of any party to any other party except as provided in [Section 8] hereof, and except that, in the case of any termination of this Agreement, [Section 5], [Section 10], [Section 11], [Section 12], [Section 15] and [Section 23] hereof shall survive such termination and remain in full force and effect.

Liabilities. All losses, damages (including, royalties, up-front payments, milestones and other consideration paid or otherwise assessed), liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) of the Controlling and Non-Controlling Parties (and their respective Affiliates, and the respective directors, officers, employees and agents) resulting from an Action of the type described in [Section 9.3] or [Section 9.4] shall constitute the “Third Party Infringement Claim Losses”. All payments (including, royalties, up-front payments, milestones and other consideration paid or otherwise assessed), costs and CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Liabilities. None of the Operating Acquired Companies has any Liabilities, except for Liabilities: # reflected or reserved against in the Financial Statements; # arising under Material Contracts or Issued Permits (other than as a result of a Default thereunder); # that are incurred in the ordinary course of business consistent with past practice since the date of the Financial Statements; # incurred in connection with the transactions contemplated by this Agreement or any other Transaction Document; # included in the calculation of Final Aggregate Net Working Capital Amount; or # that are not in excess of $50,000 for any individual Liability or $250,000 for all Liabilities in the aggregate.

Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided, further, that Sections 1, 6, 7, 8, 14, 15 and 16 shall survive such termination and remain in full force and effect.

Liabilities. Neither such Originator nor its Restricted Subsidiaries is subject to any liabilities (including withdrawal liabilities) with respect to any Plans of such Originator, its Restricted Subsidiaries and its ERISA Affiliates, including, without limitation, any liabilities arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with respect to such Plans, where such liabilities, together with all other liabilities referred to in this [Section 2.1(w)] (taken as a whole), would in the aggregate have a Material Adverse Effect.