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(a) all Taxes of the Seller or the Individuals, except Ad Valorem Taxes with <br /> respect to the Purchased Assets for any Straddle Period to the extent allocated to the Buyer <br /> pursuant to Section 4.2(e)(ii); <br /> (b) all Liabilities of the Seller or the Individuals related to the presence of <br /> Hazardous Materials at, under, about, above or migrating to or from the Owned Real Property, <br /> and that exist prior to the Closing, and were not introduced by Buyer or its agents or contractors; <br /> (c) all Liabilities of the Seller or the Individuals arising under, or relating to <br /> the execution, delivery or consummation of, this Agreement and the other Transaction <br /> Documents and the Transactions; <br /> (d) all Liabilities arising under or related to the Excluded Assets (including <br /> Insider Contracts); <br /> (e) all Liabilities of the Seller or the Individuals relating to any broker's, <br /> fmder's,financial advisor's or other similar fee or commission that is payable in connection with <br /> this Agreement,any other Transaction Document or the Transactions;and <br /> (f) all Liabilities of the Seller or the Individuals to any Insiders. <br /> 2.8 Consents. <br /> (a) There shall be excluded from the Transactions any agreement, <br /> commitment, contract, lease, license or right which is not assignable or transferable without the <br /> consent of any Person other than the Seller, the Individuals or the Buyer,to the extent that such <br /> consent has not been obtained prior to the Closing(an"Unassigned Asset"). <br /> (b) With respect to any Unassigned Asset which is not included in the <br /> Purchased Assets at the Closing by reason of Section 2.8(a), after the Closing, the Seller and the <br /> Individuals shall be required to (and the Buyer shall cooperate with them in their efforts) use <br /> their commercially reasonable efforts to (i) seek to obtain the requisite third party consent to the <br /> assignment thereof to the Buyer(at the Seller's or Individual's sole cost and expense), and, after <br /> obtaining the requisite consents thereto, such Unassigned Asset, if otherwise includable in the <br /> Purchased Assets, shall be sold and assigned to the Buyer hereunder for no additional <br /> consideration, and (ii) if any such consent cannot be obtained, to either, at the Buyer's option, <br /> (A) seek to obtain for the Buyer a lawful arrangement to provide the Buyer with the benefit of, <br /> and to cause the Buyer to assume the Liabilities related to, such Unassigned Asset or (B) <br /> terminate the Unassigned Asset at the sole cost and expense of the Seller or the Individuals. <br /> 2.9 First Option Payment. <br /> (a) On the Execution Date, (i) the Parties shall execute the Escrow <br /> Agreement, (ii) the Buyer shall deposit the First Option Payment in escrow with the Escrow <br /> Agent, and (iii)the Escrow Agent shall begin to hold the First Option Payment in escrow for the <br /> benefit of the Parties in accordance with the terms of the Escrow Agreement. <br /> 10 <br />