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(b) the organizational documents, minute books and other documents relating <br />exclusively to the organization, maintenance and existence of the Seller as an entity, including <br />taxpayer and other identification numbers, and books and records related exclusively to the <br />Excluded Liabilities or Excluded Assets; <br />(c) the Tax Returns of the Seller or any of its Affiliates or the Individuals, Tax <br />information and Tax records of the Seller or the Individuals, all Tax assets of the Seller or the <br />Individuals, all refunds of Taxes that constitute Excluded Liabilities, including refunds of Taxes <br />relating to the Purchased Assets for periods or portions thereof ending on or before the Closing <br />Date; <br />(d) all rights to indemnity, and all claims, causes of action, rights of recovery <br />or set-off of any kind as well as any books, records and privileged information relating thereto to <br />the extent exclusively related to the Excluded Assets set forth elsewhere in this Section 2.5 or the <br />Excluded Liabilities; <br />(e) all rights of the Seller or the Individuals under this Agreement and the <br />other Transaction Documents; and <br />(f) any and all previous leases or tenancies or claims, causes of action, rights <br />to indemnity, rights of recovery and rights of set off of every kind and nature owned by the <br />Seller or the Individuals related to the Transferred Real Property. <br />2.6 Assumed Liabilities. On the terms and subject to the conditions of this <br />Agreement, effective as of the Closing, Buyer shall assume from the Seller or the Individuals, as <br />applicable, and thereafter be solely responsible for the payment, performance or discharge of, as <br />and when due, only the following Liabilities of the Seller or the Individuals solely to the extent <br />that such Liabilities exclusively relate to the Purchased Assets and arise after the Closing (except <br />as set forth below) (the "Assumed Liabilities"): <br />(a) all Liabilities relating to site reclamation obligations of the Seller or the <br />Individuals related to any Transferred Real Property (whether arising prior to or after the <br />Closing), in each case as required under existing state and local Governmental Permits identified <br />and described in Section 2.6(a) of the Disclosure Schedules and applicable Environmental Laws; <br />(b) all Liabilities for Ad Valorem Taxes with respect to the Purchased Assets <br />for any Straddle Period to the extent allocated to the Buyer pursuant to Section 4.2(e)(ii): and <br />(c) all Liabilities in respect of claims, actions, suits, proceedings and <br />investigations to the extent relating exclusively to or arising exclusively out of, directly or <br />indirectly, the ownership of the Purchased Assets after the Closing. <br />2.7 Excluded Liabilities. Other than the Assumed Liabilities, the Buyer shall not <br />assume, take subject to, or in any way become liable for, any Liabilities of the Seller or the <br />Individuals of any nature whatsoever regardless of whether such Liabilities arise on, prior to or <br />after the Closing, including the following (the "Excluded Liabilities"): <br />N <br />