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(b) In the event that the Buyer determines after execution of this Agreement that one or more Contracts between Seller and any third party necessary to operate the Seller Centers, the Business with respect to the.Seller Centers or the Assets with respect to the Seller Centers was not designated as an Assumed Contract (each an "Omitted Agreement"), and DaVita Inc. consents in writing to the assignment and assumption of such Omitted Agreement, which consent shall not be unreasonably withheld, then, such Omitted Agreement shall be deemed assigned by Seller to the Buyer as of the Closing Date. This Section 2(b) shall be subject to the provisions contained in Sections 6.5(h)through 6.50) of the Purchase Agreement. (c) Any payment that may be received by Seller to which the Buyer is entitled with respect to the Seller Centers by reason of this Agreement or the Purchase Agreement shall be received by Seller as trustee for the Buyer, and will be delivered promptly to the Buyer, and any payment that may be received by the Buyer to which Seller is entitled by reason of this Agreement or the Purchase Agreement shall be received by the Buyer as trustee for Seller, and will be delivered promptly to Seller. (d) Notice of the assignment under this Agreement maybe given at the option of the Buyer to all parties to the Assumed Contracts (other than Seller) or to such parties' duly authorized agents. (e) The assumption by the Buyer of any Assumed Liabilities with respect to the Seller Centers shall not enlarge the rights of any third party with respect to any Assumed Liabilities, nor shall it.prevent the Buyer, with respect to*any party other than Seller, from contesting or disputing any Assumed Liability. Except for the Assumed Liabilities expressly set forth in the Purchase Agreement, the Buyer is not assuming, is not taking subject to, and shall not be liable for any Liabilities of the Business, the Sellers or any Affiliate of the Sellers, including, without limitation, Liabilities of the types described in clauses (a) through 0) of Section 2.3 of the Purchase Agreement. 3. Consummation of Purchase Agreement. This Agreement is intended to evidence the consummation of the sale by Seller and the purchase by the Buyer of the Assets with respect to the Seller Centers and the assignment by Seller and assumption by the Buyer of the Assumed Liabilities with respect to the Seller Centers contemplated by the Purchase Agreement. The Buyer and Seller, by their execution of this Agreement, each hereby aclmowledges and agrees that neither the representations and warranties nor the rights and remedies of any party under the Purchase Agreement shall be deemed to be enlarged, modified or altered in any way by this Agreement. Any inconsistencies or ambiguities between this Agreement and the Purchase Agreement shall be resolved in favor of the Purchase Agreement. 4. BindingEffect.ffect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. LAS99 1420539-1.039323.0207