Contract analysis

Section 1.1 — Defined Terms. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Agreement" means this Assignment and Assumption Agreement, including all schedules and exhibits attached hereto, as the same may

Section 1.2 — Rules of Construction. The following rules of construction shall apply to this Agreement: (a) All references herein to the Asset Purchase Agreement and to the definitions and provisions contained therein shall govern the interpretation of any ambiguous terms in this Agreement. (b) The headings and captions of the Articles, Sections, and subsections of this Agreement are inserted for convenience of refer

ARTICLE II — ASSIGNMENT OF ASSUMED CONTRACTS AND RIGHTS

Section 2.1 — Assignment. Effective as of the Closing Date, and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under the Assumed Contracts listed on Schedule A hereto, together with all rights, benefits, privileges, and incidents of ownersh

Section 2.2 — Scope of Assignment. The assignment effectuated by Section 2.1 above is limited to the Assumed Contracts and does not include any contract, agreement, commitment, or instrument that is not an Assumed Contract as defined in the Asset Purchase Agreement. For the avoidance of doubt, the Excluded Assets (as defined in the Asset Purchase Agreement) are expressly not assigned, transferred, or conveyed to Assi

Section 2.3 — Third-Party Consents. (a) The parties acknowledge and agree that the assignment of certain of the Assumed Contracts requires the consent, approval, or waiver of one or more third parties (each, a "Required Consent"). As of the date hereof, approximately twelve (12) material contracts have been identified as requiring counterparty consent to assignment, as tracked in the Regulatory and Third-Party Consen

Section 2.4 — Successorship Under Collective Bargaining Agreement. (a) Assignee acknowledges and agrees that, in connection with the assignment and assumption of the CBA pursuant to this Agreement, Assignee shall act as a successor employer with respect to the approximately one hundred eighty-five (185) hourly employees at the Butler facility who are covered by the CBA. Assignee shall recognize International Paperwor

ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES

Section 3.1 — Assumption. Effective as of the Closing Date, and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement, Assignee hereby irrevocably assumes and agrees to pay, perform, discharge, and satisfy when due, from and after the Closing Date, all of the Assumed Liabilities, as defined in the Asset Purchase Agreement and as set forth on Schedule B hereto. Without limiting the gen

Section 3.2 — Excluded Liabilities. For the avoidance of doubt, Assignee does not assume and shall not be liable or responsible for any Excluded Liabilities, as defined in the Asset Purchase Agreement. The Excluded Liabilities include, without limitation, the following: (a) Pre-Closing Indebtedness. All pre-closing indebtedness of Assignor, including approximately Fourteen Million Two Hundred Thousand Dollars ($14,20

Section 3.3 — Proration of Property Taxes. (a) Current-period real and personal property taxes for the Butler property located at 250 Industrial Boulevard, Butler, PA 16001 (consisting of approximately 285,000 square feet of manufacturing and warehouse space on approximately 22.5 acres) and the Meadville property located at 1480 Conneaut Lake Road, Meadville, PA 16335 (consisting of approximately 110,000 square feet

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: (a) Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania (PA Department of State Entity ID: 6519847). Assignor has all requisite corporate power and authority to own, lease, and operate i

Section 4.2 — Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor as follows: (a) Organization and Good Standing. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No.: 4287653). Assignee has all requisite limited liability company power and authority to own, lea

ARTICLE V — FURTHER ASSURANCES

Section 5.1 — Further Assurances. Each party agrees to execute and deliver, from time to time after the Closing Date, such additional documents, instruments, conveyances, assignments, transfers, certificates, and assurances, and to take such further actions, as may be reasonably required to carry out the provisions of this Agreement and the Asset Purchase Agreement and to give effect to the transactions contemplated

Section 5.2 — Power of Attorney. Assignor hereby irrevocably constitutes and appoints Assignee, and Assignee's successors and assigns, as Assignor's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the purpose of enforcing any rights, claims, or remedies under the Assumed Contracts assigned hereunder to the extent such assignment is not recognized, honored, or given effect by

ARTICLE VI — RELATIONSHIP TO ASSET PURCHASE AGREEMENT

Section 6.1 — Subject to the APA. This Agreement is made, executed, and delivered pursuant to, and is subject to and governed by, the terms and conditions of the Asset Purchase Agreement. This Agreement is intended solely to effectuate the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities as contemplated by the Asset Purchase Agreement and shall not be construed to create any rights, o

Section 6.2 — No Third-Party Beneficiaries. Except as otherwise expressly provided in the Asset Purchase Agreement, this Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any other person or entity (including any employee, union, creditor, counterparty, or governmental au

Section 6.3 — Indemnification. (a) The indemnification rights and obligations of the parties with respect to the Assumed Contracts, the Assumed Liabilities, and any other matters arising under or in connection with this Agreement shall be governed exclusively by Article IX of the Asset Purchase Agreement, and no claim for indemnification may be brought under this Agreement independent of the provisions of such Articl

Section 7.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law p

Section 7.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent may be withhe

Section 7.3 — Amendments and Waivers. (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No oral agreements, understandings, or representations shall be effective to amend, modify, or supplement this Agreement. (b) No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set fo

Section 7.4 — Severability. If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in ful

Section 7.5 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve

Section 7.6 — Entire Agreement. This Agreement, together with the Asset Purchase Agreement and the other transaction documents, certificates, instruments, and agreements executed and delivered in connection therewith (including the Bill of Sale, the IP Assignment Agreement, the Transition Services Agreement, the Escrow Agreement, and the Transitional License Agreement), constitutes the entire agreement between the pa

Section 7.7 — Notices. All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received in accordance with the notice provisions set forth in the Asset Purchase Agreement. Without limiting the foregoing, notices shall be sent to the parties at the following addresses (or at such ot