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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 /> 9 <br />