In connection with the Merger Agreement, as of the Effective Time as defined therein, Indemnitor shall assume and pay, honor and discharge when due, and shall indemnify Indemnitors and their affiliates against, all debts, adverse claims, liabilities, judgments and obligations, including tax obligations, of AHLL, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including common law) or any rule or regulation of any governmental authority or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of AHLL, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, at or prior to the Effective Time (the “Liabilities”).