Extract to table

6(a)(iii) of the APA, Assignor is required to execute and deliver this Assignment and Assumption Agreement to Assignee at the Closing as a condition precedent to the obligations of Assignee to consummate the transactions contemplated by the APA; WHEREAS, the Parties desire to evidence the assignment by Assignor to Assignee of all of Assignor's right, title, and interest in, to, and under the Assumed Contracts and the assumption by Assignee of the Assumed Liabilities, in each case on the terms and subject to the conditions set forth herein and in the APA; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA

All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA, as if such definitions were set forth in their entirety in this Agreement

To the extent that a term is defined both in this Agreement and in the APA, the definition set forth in this Agreement shall control solely for purposes of this Agreement; provided, however, that in the event of any inconsistency between the definitions in this Agreement and the definitions in the APA with respect to the scope of any asset, liability, or obligation being assigned or assumed hereunder, the APA shall control in all respects

As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Assumed Contracts" shall have the meaning set forth in Section 2

(b) "Assumed Liabilities" shall have the meaning set forth in Section 2

(c) "Excluded Liabilities" shall have the meaning set forth in Section 2