Contract analysis

Section 1.1 Defined Terms. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Acquired Assets" shall have the meaning ascribed to such term in the Purchase Agreement. (b) "Assigned Contracts" means the twenty-three (23)

Section 1.2 Rules of Construction. The rules of construction and interpretation set forth in Section [●] of the Purchase Agreement shall apply to this Agreement, mutatis mutandis, as if set forth herein in full. Without limiting the foregoing, references to "Sections," "Articles," and "Schedules" are to sections, articles, and schedules of this Agreement unless otherwise expressly stated. The words "herein," "hereof,

ARTICLE II — ASSIGNMENT OF ASSIGNED CONTRACTS AND RIGHTS

Section 2.1 Assignment of Contracts. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assigned Contracts listed on Schedule A hereto, consisting of twenty-three (23) customer contracts and other material contracts related to the CleanLeaf and PureHaven product lines. Such assig

Section 2.2 Assignment of Other Rights. In addition to the Assigned Contracts, effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all other agreements, instruments, permits, licenses, authorizations, and approvals that constitute part of the Acquired Assets under the Purchase Agreement, to the exten

Section 2.3 Consents to Assignment. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Assigned Contract or other agreement, instrument, permit, license, or authorization being assigned hereunder is not assignable or transferable without the consent, approval, waiver, or authorization of any third party (including any counterparty thereto, any governmental authority, or a

Section 2.4 Lease Assignment. (a) The Parties acknowledge and agree that the lease for the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Lease"), pursuant to which Assignor leases certain premises from Buckeye Industrial Properties LLC, an Ohio limited liability company, having its principal office at 77 East Nationwide Boulevard, Suite 200, Columbus, OH 43215 ("Land

ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES

Section 3.1 Assumption. Effective as of the Closing Date, Assignee hereby irrevocably assumes and agrees to pay, perform, satisfy, and discharge when due all of the Assumed Liabilities, including, without limitation, the following: (a) all trade payables and accounts payable of Assignor related to the CleanLeaf and PureHaven product lines, as set forth on the Schedule of Assumed Liabilities to the Purchase Agreement

Section 3.2 Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not assume and shall not be deemed to have assumed, and Assignor shall retain and remain solely responsible for, all Excluded Liabilities (as defined in the Purchase Agreement). The Excluded Liabilities include, without limitation, the following: (a) all liabilities and obligations arising out of, rel

Section 3.3 Indemnification Cross-Reference. The Parties' respective indemnification obligations with respect to the Assumed Liabilities, the Excluded Liabilities, and any other matters arising under or in connection with this Agreement are governed exclusively by Article [●] of the Purchase Agreement. Without limiting the foregoing, the following terms of the Purchase Agreement shall apply to any indemnification cla

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows, as of the date hereof and as of the Closing Date: (a) Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, and has all requisite corporate power and authority to own, lease, and operate its properties an

Section 4.2 Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor as follows, as of the date hereof and as of the Closing Date: (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 Delaware, and has all requisite limited liability company power and authority to own, le

Section 5.1 Transferring Employees. The treatment of the one hundred eighty-six (186) employees of Assignor who are associated with the CleanLeaf and PureHaven product lines (the "Business Employees") is governed by Section [●] of the Purchase Agreement. Nothing in this Agreement shall create, or be deemed to create, any obligation on the part of Assignee to offer employment to, hire, or retain any employee of Assign

Section 5.2 Employment Agreements. This Agreement does not assign, transfer, or convey any employment agreement, consulting agreement, or independent contractor agreement to which Assignor is a party, except to the extent that such agreement is expressly listed on Schedule A hereto as an Assigned Contract. Neither Assignor nor Assignee shall have any obligation under this Agreement with respect to any employment-rela

Section 5.3 No Third-Party Beneficiary Rights. Nothing in this Article V shall confer upon any employee of Assignor (whether or not a Business Employee) any rights or remedies of any kind or nature, including any right to employment or continued employment with Assignee, any right to any particular term or condition of employment, or any third-party beneficiary rights with respect to this Agreement.

ARTICLE VI — FURTHER ASSURANCES

Section 6.1 Cooperation. Each Party shall, from time to time after the Closing Date, at the reasonable written request of the other Party and without further consideration (other than the reimbursement of reasonable out-of-pocket expenses), execute and deliver such further instruments of assignment, transfer, conveyance, assumption, and confirmation and take such further actions as may be reasonably necessary or desi

Section 6.2 Misdirected Payments and Communications. If, at any time following the Closing Date, either Party receives any payment, invoice, correspondence, notice, demand, or other communication that properly belongs to the other Party under or with respect to any Assigned Contract or any other agreement, instrument, or arrangement assigned or assumed hereunder, such Party shall promptly (and in any event within fiv

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules, principles, or provisions (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

Section 7.2 Relationship to Purchase Agreement. This Agreement is entered into pursuant to, and is subject to, the terms and conditions of the Purchase Agreement. This Agreement is intended to effectuate and evidence the assignment and assumption of the Assigned Contracts and the Assumed Liabilities contemplated by the Purchase Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and

Section 7.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except as expressly permitted by the Purchase Agreement.

Section 7.4 Amendment and Waiver. (a) This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by both Parties hereto. (b) No waiver of any provision of this Agreement, or of any breach or default hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be enforced. No waiver of any provi

Section 7.5 Entire Agreement. This Agreement, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), including the Bill of Sale, the intellectual Property Assignment Agreement, the Transition Services Agreement, the Escrow Agreement, and the Non-Competition and Non-Solicitation Agreement, and the Schedules and Exhibits thereto, constitutes the entire agreement

Section 7.6 Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, is held 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 full force and effec

Section 7.7 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by facsimile or by electronic means (including by portable document format (PDF) or any electronic signature platform complying with the U.S. Federal ESIGN Ac

Section 7.8 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions of the Purchase Agreement, addressed as follows (or to such other address as a Party may designate by written notice to the other Party in accordance herewith): If to Assignee: Meridia

Section 7.9 Third-Party Beneficiaries. Except as expressly provided in the Purchase Agreement, nothing in this Agreement, express or implied, is intended to, or shall be construed to, confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, benefit, remedy, claim, or cause of action of any kind or nature under or by reason of this Agreement.

Section 7.10 Headings. The article, section, and other headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above. ASSIGNOR: BRIARWOOD HOME ESSENTIALS, INC., an Ohio