PURCHASER UNDER SECTION 2.01(A)(XIV) OR RELATING TO
INCOME TAXES OF PARENT OR ANY OF ITS AFFILIATES);
(VI)
EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE VI OF THIS AGREEMENT, ANY
ASSETS OF ANY PLAN;
(VII)
ALL REFUNDS, CREDITS, REBATES OR SIMILAR PAYMENTS OF EXCLUDED
TAXES (OTHER THAN ANY SIMILAR TAX ITEMS SET FORTH AS AN ASSET ON THE CLOSING
DATE WORKING CAPITAL STATEMENT);
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(VIII)
ANY AND ALL INSURANCE POLICIES, BINDERS AND CLAIMS OF PARENT OR
ANY OF ITS AFFILIATES AND RIGHTS THEREUNDER RELATING TO, OR OTHERWISE IN RESPECT
OF, THE EXCLUDED ASSETS OR ANY EXCLUDED LIABILITY, INCLUDING WITH RESPECT TO ANY
INSURANCE SETTLEMENT AGREEMENTS, AND THE PROCEEDS THEREOF AND ALL PREPAID
INSURANCE PREMIUMS;
(IX)
EXCEPT AS PROVIDED IN SECTION 5.17, ALL RIGHT, TITLE AND INTEREST
IN THE "NEWPAGE" MARK, THE "STERLING ULTRA" MARK AND ANY NAME, TRADEMARK, TRADE
DRESS, INTERNET ADDRESS, TRADE NAME, SERVICE MARK OR LOGO, OR ANY DERIVATION OF
ANY OF THE FOREGOING, TOGETHER WITH ALL OF THE GOODWILL REPRESENTED THEREBY, OR
PERTAINING THERETO LISTED ON SECTION 2.01(B)(IX)(1) OF THE DISCLOSURE SCHEDULE,
ALL RIGHT, TITLE AND INTEREST IN AND TO THE BUSINESS INTELLECTUAL PROPERTY, AND
ALL RIGHT, TITLE AND INTEREST IN AND TO THE INTELLECTUAL PROPERTY SET FORTH ON
SECTION 2.01(B)(IX)(2) OF THE DISCLOSURE SCHEDULE (COLLECTIVELY, THE "EXCLUDED
INTELLECTUAL PROPERTY");
(X)
COPIES OF ANY BOOKS, RECORDS AND OTHER MATERIALS THAT PARENT OR
ANY OF ITS AFFILIATES IS REQUIRED BY LAW TO RETAIN AND ALL "NEWPAGE" MARKED
SALES AND PROMOTIONAL MATERIALS AND BROCHURES;
(XI)
ALL CLAIMS, DEFENSES, CAUSES OF ACTION, CHOSES IN ACTION OR
CLAIMS OF ANY KIND THAT ARE AVAILABLE TO OR BEING PURSUED BY PARENT OR ANY OF
ITS AFFILIATES WHETHER AS PLAINTIFF, CLAIMANT, COUNTERCLAIMANT OR OTHERWISE, TO
THE EXTENT RELATING TO EXCLUDED ASSETS OR EXCLUDED LIABILITIES; AND
(XII)
EXCEPT AS SET FORTH ON SECTION 2.01(B)(XII) OF THE DISCLOSURE
SCHEDULE, ALL INTERCOMPANY RECEIVABLES, PAYABLES, LOANS AND INVESTMENTS BETWEEN
THE SELLER, ON THE ONE HAND, AND ANY OF ITS AFFILIATES, ON THE OTHER HAND.
SECTION 2.02.
Assumption and Exclusion of Liabilities.
(a)
Upon the terms and
subject to the conditions of this Agreement, at the Closing, the Purchaser shall
assume and shall agree to pay, perform and discharge the following Liabilities
of Parent, the Seller and any of Parent's other Affiliates (the "Assumed
Liabilities"):
(I)
ALL LIABILITIES REFLECTED ON THE CLOSING DATE WORKING CAPITAL
STATEMENT FINALLY RESOLVED IN ACCORDANCE WITH SECTION 2.07(E)(II), INCLUDING
WORKERS' COMPENSATION LIABILITIES;
(II)
ALL LIABILITIES OF PARENT OR ITS AFFILIATES ARISING UNDER THE
CONTRACTS AND AGREEMENTS ASSUMED BY THE PURCHASER PURSUANT TO SECTIONS
2.01(A)(X) AND (XI) (OTHER THAN LIABILITIES OR OBLIGATIONS ATTRIBUTABLE TO ANY
FAILURE BY PARENT OR ITS AFFILIATES TO COMPLY WITH THE TERMS THEREOF PRIOR TO
THE CLOSING DATE);
(III)
ANY LIABILITIES RELATING TO A PLAN THAT ARE TO BE ASSUMED
PURSUANT TO THE EXPRESS TERMS OF ARTICLE VI;
(IV)
SOLELY TO THE EXTENT PROVIDED IN ARTICLE VIII, POST-CLOSING
ENVIRONMENTAL LIABILITIES, HISTORICAL ON-SITE ENVIRONMENTAL LIABILITIES, AND
STRADDLE ENVIRONMENTAL LIABILITIES;
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(V)
ALL LIABILITIES ASSIGNED TO THE PURCHASER UNDER ARTICLE VI;
(VI)