Common use of Assumed and Excluded Liabilities Clause in Contracts

Assumed and Excluded Liabilities. Subject to the terms and conditions of this Agreement, the Master Hospital Lease and the Assignment and Assumption Agreement, at the Closing, it is the intent of the Parties that Newco shall assume those Liabilities of the Hospital Business set forth on Schedule 3.2(c)(i) (the “Assumed Liabilities”), which Schedule 3.2(c)(i) may be updated at any time by the Parties prior to the Closing to include additional Assumed Liabilities. Except for the Assumed Liabilities, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall include, but shall not be limited to: (i) Any Liability to the extent arising from or relating to any Excluded Asset; (ii) Any Long Term Indebtedness and any Liability to the extent arising out of or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewith; (iii) Any Liability to third parties to the extent arising from or relating to any act or omission by the District following the Effective Time; (iv) Except to the extent included in the calculation of the Final Working Capital, any Liability to current or former Hospital Personnel and their beneficiaries arising out of or relating to their employment or association with the District or its Affiliates, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonus, severance or other payments to any current or former Hospital Personnel as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing; (v) Any Liability, as well as any interest, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising from, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective Time, including any Liabilities for fraud, Federal False Claims Act violations, violations of the Xxxxx Law or Federal Anti-Kickback Statutes, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (vi) All Liabilities arising under claims or potential claims for medical malpractice or general liability to the extent arising from events that occurred prior to the Effective Time with respect to the operation of the Hospital Business; provided that if any claim arises from a course of diagnosis or treatment part of which occurred before and, part of which occurred after the Effective Date, the Parties’ respective liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business; (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations of the Hospital Business, in each case to the extent existing, initiated or initially occurring prior to the Effective Time, which does not include (i) any Liability under Environmental Laws to the extent arising out of or with respect to the actions of, or actions conducted on behalf of, Newco Parties (e.g., disturbance by or on behalf of Newco Parties of any asbestos-containing materials that were present at or in the Facilities prior to the Effective Time), (ii) any exacerbation of environmental conditions caused by Newco Parties, or (iii) any release of hazardous substances to the extent first initiated after the Effective Time, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order of any Governmental Body to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii), unless such actions are undertaken in a negligent manner (for the purposes of clarification, Excluded Liabilities includes any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties); (viii) Any Liability for any Indebtedness (to the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any Liability, whenever arising, relating to (A) any Benefit Plan, that is not an Assumed Benefit Plan, including, without limitation, any Pension Plan and (B) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectively, (A) and (B), the “Excluded Benefit Plans”); and any Liability arising under or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, arising out of, or relating to any claims regarding any act or omission occurring in the operation of the Hospital Business, or of any Person acting as an agent of the District or the Hospital Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed to violate any Legal Requirement or Order or any third party payor contract, in each case to the extent such act or omission occurred prior to the Effective Time; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods on or prior to the Effective Time, including, without limitation, (i) any new or accelerated Liability arising out of the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability for the District’s breach or failure on or prior to the Effective Time to perform pursuant to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, including, without limitation, any termination or similar penalties or payments resulting from termination of an Excluded Contract; (xiv) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with the Contemplated Transaction; (xv) Any Liability for any of the items set forth on Schedule 3.2(c)(ii); and (xvi) Any other Liability (other than an Assumed Liability), whether known or unknown, to the extent arising out of or relating to the conduct of the Hospital Business or the ownership of any of the Assigned Assets prior to the Effective Time.

Assumed and Excluded Liabilities. Subject On the Closing Date, Buyer shall execute and deliver to Sellers the terms and conditions Xxxx of this AgreementSale, the Master Hospital Lease and the Assignment and Assumption Agreement, at the Closing, it is the intent of the Parties that Newco Agreement pursuant to which Buyer shall assume those Liabilities and agree to pay, perform and discharge when due, all the liabilities and obligations of the Hospital Business set forth on Schedule 3.2(c)(i) (the “Assumed Liabilities”), which Schedule 3.2(c)(i) may be updated at any time by the Parties prior to the Closing to include additional Assumed Liabilities. Except for the Assumed Liabilities, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall include, but shall not be limited to: (i) Any Liability to the extent arising from or relating to any Excluded Asset; (ii) Any Long Term Indebtedness and any Liability to the extent Sellers arising out of or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewith; (iii) Any Liability to third parties to the extent arising from or relating to any act or omission by the District following the Effective Time; (iv) Except to the extent included in the calculation business of the Final Working CapitalRailroad SBU, of any Liability to current kind or former Hospital Personnel nature, whether absolute, contingent, accrued or otherwise, and their beneficiaries whether arising out of before or relating to their employment or association with after the District or its Affiliates, Closing including, without limitation, all liabilities (i) for Taxes assumed by Buyer under Section 2.7, (ii) under the Assigned Contracts, (iii) relating to the claims described on Schedules 4.8 and 4.11 (such matters referred to in this clause (iii) being hereinafter collectively referred to as the "Assumed Litigation") and (iv) all liabilities and obligations of Buyer set forth in Article IX hereof (collectively, the "Assumed Liabilities"); PROVIDED, HOWEVER, that the Assumed Liabilities shall in no event include the following liabilities (the "Excluded Liabilities"): (a) any Liability for payment for “sick time,” vacation time liability, responsibility or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonus, severance or other payments obligation with respect to any current or former Hospital Personnel Seller Plan, except (i) as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or provided in Article IX, and (ii) pursuant to any act or omission by the District related to the foregoingAssigned Contract; (vb) Any Liabilityany liability for (i) warranty claims made after the Closing for service, as well as any interestrepair, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, replacement and similar work required under any Legal Requirements (including any Health Care Law) Sellers' written warranties with respect to the Hospital Business to the extent caused by, relating to, products sold or arising from, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective TimeClosing, including any Liabilities for fraudthe expenses of which, Federal False Claims Act violationsat shop level cost (direct materials, violations of direct labor and factory overhead), in the Xxxxx Law or Federal Anti-Kickback Statutesaggregate exceed the warranty reserve on the Closing Balance Sheet, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (viii) All Liabilities arising under workers' compensation claims or potential claims for medical malpractice or general liability with respect to the extent arising from events that occurred injuries prior to the Effective Time Closing, (iii) claims under health insurance plans of Sellers for covered Railroad SBU Employees with respect to the operation of the Hospital Business; provided that if any claim arises from a course of diagnosis or treatment part of which occurred before and, part of which occurred after the Effective Date, the Parties’ respective liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business; (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations of the Hospital Business, in each case to the extent existing, initiated or initially occurring services rendered prior to the Effective Time, which does Closing (but not include in respect of any sick leave or disability benefits pertaining to any period after the Closing Date regardless of when the relevant illness or condition arose) or (iiv) any Liability under Environmental Laws to the extent product liability claims for injuries, property damage or other Losses, arising out of or with respect to the actions of, products sold or actions conducted on behalf of, Newco Parties (e.g., disturbance by or on behalf of Newco Parties of any asbestos-containing materials that were present at or in the Facilities services provided prior to the Effective TimeClosing, but only if written notice of such claims described in clause (i), (ii) any exacerbation of environmental conditions caused by Newco Parties), or (iii) any release of hazardous substances or (iv) shall have been delivered to Sellers within the extent first initiated after two-year period following the Effective Time, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order of any Governmental Body to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii), unless such actions are undertaken in a negligent manner (for the purposes of clarification, Excluded Liabilities includes any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties)Closing Date; (viiic) Any Liability any liability for Taxes for any Indebtedness (to the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any Liability, whenever arising, relating to (A) any Benefit Plan, that is not an Assumed Benefit Plan, including, without limitation, any Pension Plan and (B) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectively, (A) and (B), the “Excluded Benefit Plans”); and any Liability arising under or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, arising out of, or relating to any claims regarding any act or omission occurring in the operation of the Hospital Business, or of any Person acting as an agent of the District or the Hospital Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed to violate any Legal Requirement or Order or any third party payor contract, in each case to the extent such act or omission occurred prior to the Effective Time; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods period ending on or prior to the Effective TimeClosing Date, including, without limitation, (i) any new or accelerated Liability arising out of excluding the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability for the District’s breach or failure on or prior to the Effective Time to perform pursuant to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, including, without limitation, any termination or similar penalties or payments resulting from termination of an Excluded Contract; (xiv) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with the Contemplated Transaction; (xv) Any Liability for any of the items set forth on Schedule 3.2(c)(ii)Taxes covered by Section 2.7; and (xvid) Any other Liability (other than an Assumed Liability), whether known or unknown, to any liability under the extent arising out of or relating to the conduct of the Hospital Business or the ownership of any of the Assigned Assets prior to the Effective TimeRetained Lease.

Assumed and Excluded Liabilities. (a) Subject to the terms and conditions of this Agreement, the Master Hospital Lease and the Assignment and Assumption Agreement, at the Closing, it is the intent of the Parties that Newco Closing Buyer shall assume those Liabilities of Seller arising under the Hospital Business set forth on Schedule 3.2(c)(i) Seller Contracts, but in any case only to the extent such Liabilities arise after the Closing and do not arise from or in connection with any breach by Seller of any such Seller Contract occurring at or prior to the Closing (collectively, the “Assumed Liabilities”). For avoidance of doubt, which Schedule 3.2(c)(i) may be updated at any time by the Parties prior Assumed Liabilities shall include all Liability related to Buyer Straddle Period Spend. Buyer shall pay, discharge and perform all Assumed Liabilities promptly when due, except to the Closing extent contested by Buyer in good faith and by proper proceedings. (b) Buyer shall not assume and shall not be responsible to include additional Assumed Liabilities. Except for pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”). For the avoidance of doubt and without limiting the foregoing, which the Excluded Liabilities shall include, but shall not be limited to: include any Liability for (i) Any Taxes of Seller or its Affiliates relating to the Business or Purchased Assets for the Pre-Closing Tax Period; (ii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de factor merger or transferee or successor liability or otherwise by operation of contract (other than customary provisions in a contractual obligation entered into in the ordinary course of business the principal purpose of which is not the sharing of Taxes) or Law); (iii) any Third Party Claim to the extent arising based upon, resulting from or relating to any Excluded Asset; (ii) Any Long Term Indebtedness and any Liability to the extent arising out of or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewith; (iii) Any Liability to third parties to the extent arising from or relating to any act or omission by the District following the Effective Time; (iv) Except to the extent included in the calculation of the Final Working Capital, any Liability to current or former Hospital Personnel and their beneficiaries arising out of or relating to their employment or association with the District or its Affiliates, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonus, severance or other payments to any current or former Hospital Personnel as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing; (v) Any Liability, as well as any interest, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising from, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective Time, including any Liabilities for fraud, Federal False Claims Act violations, violations of the Xxxxx Law or Federal Anti-Kickback Statutes, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (vix) All Liabilities arising under claims or potential claims for medical malpractice or general liability to the extent arising from events that occurred prior to the Effective Time with respect to the operation of the Hospital Business; provided that if any claim arises from a course of diagnosis Business or treatment part of which occurred before and, part of which occurred after (y) the Effective Date, the Parties’ respective liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business; (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations ownership of the Hospital BusinessPurchased Assets, in each case to the extent existingcase, initiated or initially occurring prior to the Effective Time, which does not include Closing Date; or (iiv) any Liability under Environmental Laws Seller’s obligations with regard to the extent arising out of Seller Accounts Receivable or with respect to the actions of, or actions conducted on behalf of, Newco Parties (e.g., disturbance by or on behalf of Newco Parties of any asbestos-containing materials that were present at or in the Facilities prior to the Effective Time), (ii) any exacerbation of environmental conditions caused by Newco Parties, or (iii) any release of hazardous substances to the extent first initiated after the Effective Time, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order of any Governmental Body to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii), unless such actions are undertaken in a negligent manner (for the purposes of clarification, Excluded Liabilities includes any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties); (viii) Any Liability for any Indebtedness (to the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any Liability, whenever arising, relating to (A) any Benefit Plan, that is not an Assumed Benefit Plan, including, without limitation, any Pension Plan and (B) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectively, (A) and (B), the “Excluded Benefit Plans”); and any Liability arising under or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, arising out of, or relating to any claims regarding any act or omission occurring in the operation of the Hospital Business, or of any Person acting as an agent of the District or the Hospital Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed to violate any Legal Requirement or Order or any third party payor contract, in each case to the extent such act or omission occurred prior to the Effective Time; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods on or prior to the Effective Time, including, without limitation, (i) any new or accelerated Liability arising out of the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability for the District’s breach or failure on or prior to the Effective Time to perform pursuant to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, including, without limitation, any termination or similar penalties or payments resulting from termination of an Excluded Contract; (xiv) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with the Contemplated Transaction; (xv) Any Liability for any of the items set forth on Schedule 3.2(c)(ii); and (xvi) Any other Liability (other than an Assumed Liability), whether known or unknown, to the extent arising out of or relating to the conduct of the Hospital Business or the ownership of any of the Assigned Assets prior to the Effective TimeSeller Unbilled Revenue.

Assumed and Excluded Liabilities. Subject to the terms (a) As of and conditions of this Agreement, the Master Hospital Lease and the Assignment and Assumption Agreement, at after the Closing, it is the intent and subject to consummation of the Parties that Newco Closing, Purchaser shall assume those assume, pay, discharge and perform the following obligations and Liabilities of (collectively, the Hospital Business set forth on Schedule 3.2(c)(i) (the “"Assumed Liabilities”), which Schedule 3.2(c)(i) may be updated at any time by the Parties prior to the Closing to include additional Assumed Liabilities. Except for the Assumed Liabilities, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall include, but shall not be limited to: "): (i) Any Liability to the extent arising from or relating to any Excluded Asset; (ii) Any Long Term Indebtedness obligations and any Liability to Liabilities of Seller and the extent arising out of or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewith; (iii) Any Liability to third parties to the extent arising from or relating to any act or omission by the District following the Effective Time; (iv) Except to the extent included in the calculation of the Final Working Capital, any Liability to current or former Hospital Personnel and their beneficiaries arising out of or relating to their employment or association with the District or its Affiliates, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities Netherlands Subsidiary under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonus, severance or other payments to any current or former Hospital Personnel as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing; (v) Any Liability, as well as any interest, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising from, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective Time, including any Liabilities for fraud, Federal False Claims Act violations, violations of the Xxxxx Law or Federal Anti-Kickback Statutes, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (vi) All Liabilities arising under claims or potential claims for medical malpractice or general liability to the extent arising from events that occurred prior to the Effective Time with respect to the operation of the Hospital Business; provided that if any claim arises from a course of diagnosis or treatment part of which occurred before and, part of which occurred after the Effective Date, the Parties’ respective liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business; (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations of the Hospital Business, in each case to the extent existing, initiated or initially occurring prior to the Effective Time, which does not include (i) any Liability under Environmental Laws to the extent arising out of or with respect to the actions ofAssigned Contracts and other Transferred Assets transferred to Purchaser at the Closing to be paid, or actions conducted on behalf ofdischarged and performed after the Closing Date and which are, Newco Parties (e.g., disturbance by or on behalf of Newco Parties of any asbestos-containing materials that were present at or in the Facilities prior but only to the Effective Time)extent they are, attributable to the period after the Closing Date, provided that Purchaser shall not be responsible for any Liability of Seller or its Affiliates for Taxes (whether attributable to the period before or after the Closing Date) except as expressly provided in Sections 2.8, 2.9 and 2.10; (ii) any exacerbation obligations and Liabilities relating to the Transferred Assets in respect of environmental conditions caused by Newco Parties, which Purchaser received a credit to the Cash Consideration pursuant to Section 2.4 or 2.8; and (iii) obligations and Liabilities relating to COBRA Coverage pursuant to Section 7.5 or assumed pursuant to Section 7.9, if any. (b) Notwithstanding anything herein or in any release of hazardous substances other Transaction Document to the extent first initiated after the Effective Timecontrary, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order and regardless of any Governmental Body disclosure to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii)Purchaser, unless such actions are undertaken in a negligent manner (except for the purposes of clarificationAssumed Liabilities specifically set forth in Section 2.3(a) above, Excluded Liabilities includes Purchaser shall not assume or have any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties); (viii) Any Liability responsibility for any Indebtedness (to obligation or Liability of Seller or the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any Liability, whenever arising, relating to (A) any Benefit Plan, Netherlands Subsidiary or their Affiliates that is not an Assumed Benefit PlanLiability, including, without limitationbut not limited to, any Pension Plan obligations or Liabilities relating to (i) the Excluded Leases, (ii) the Retained Litigation, (iii) any Contract that is not an Assigned Contract, (iv) any Employee Benefit Plans (other than obligations and Liabilities relating to COBRA Coverage pursuant to Section 7.5 or assumed pursuant to Section 7.9, if any), (Bv) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectivelyExcluded Asset, (Avi) and (B), the “Excluded Benefit Plans”); and any Liability arising under conduct or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, arising out of, or relating to any claims regarding any act or omission occurring in the operation of the Hospital North America Business and any other businesses of Seller and its Affiliates other than the Non-North America Business, or of any Person acting as an agent (vii) the conduct or operation of the District or the Hospital Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed to violate any Legal Requirement or Order or any third party payor contract, in each case to the extent such act or omission occurred prior to the Effective Time; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods on or prior to the Effective Time, including, without limitation, (i) any new or accelerated Liability arising out of the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability for the District’s breach or failure on or prior to the Effective Time to perform pursuant to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, including, without limitation, any termination or similar penalties or payments resulting from termination of an Excluded Contract; (xiv) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with the Contemplated Transaction; (xv) Any Liability for any of the items set forth on Schedule 3.2(c)(ii); and (xvi) Any other Liability (other than an Assumed Liability), whether known or unknown, to the extent arising out of or relating to the conduct of the Hospital Non-North America Business or the ownership of any of the Assigned Transferred Assets during the period prior to the Effective Timeclose of business on the Closing Date (except for the obligations and Liabilities assumed pursuant to Section 2.3(a)(i) and (iii)) (collectively, the "Excluded Liabilities").

Assumed and Excluded Liabilities. Subject to (a) Upon the terms and subject to the conditions of this Agreement, the Master Hospital Lease and the Assignment and Assumption AgreementPurchaser hereby agrees to, at or to cause one or more of its affiliates designated by Purchaser to, assume, effective as of the Closing, it is and agrees at all times thereafter to be responsible for, pay, perform and discharge when due only the intent of the Parties that Newco shall assume those Liabilities of the Hospital Business set forth on Schedule 3.2(c)(ifollowing obligations and liabilities (whether contingent or otherwise) (collectively, the “Assumed Liabilities”)): (i) the liabilities (including accounts payable, which Schedule 3.2(c)(ibank overdrafts and other current liabilities) of the Business to the extent reflected, or to the extent amounts are expressly reserved therefor, in the Target Working Capital Statement, as the same may be updated at any time by adjusted in the Parties prior Final Working Capital Statement; (ii) all Intercompany Trade Payables to the extent reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement; (iii) (A) all obligations and liabilities of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of Contracts included in the Acquired Assets to the extent such obligations or liabilities (1) arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date or (2) are assumed pursuant to include additional Assumed Liabilities. Except the Human Resources Agreement, and (B) all performance obligations of either Seller or any of its affiliates arising out of, relating to or otherwise in any respect of Contracts included in the Acquired Assets to the extent such performance obligations (1) arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date, (2) arise, mature or become due on or after the Closing Date or (3) are reflected in Target Working Capital, as the same may be adjusted in the Final Working Capital Statement; (iv) all obligations and liabilities (whether or not arising from acts or omissions) of either Seller arising out of, relating to or otherwise in any way in respect of claims for personal injury, wrongful death or property damage resulting from exposure to, or any other warranty claims, refunds, rebates, property damage, product recalls, defective material claims, merchandise returns and/or any similar claims with respect to, Inventory acquired by Purchaser on the Closing Date, including products, or items purchased, sold, consigned, marketed, stored, delivered, distributed or transported by Purchaser or its affiliates on or after the Closing Date; (v) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of the Real Property Leases to the extent such obligations or liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date; (vi) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of any Transferring Employee (as defined in the Human Resources Agreement) but only to the extent provided in the Human Resources Agreement; (vii) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of Taxes (other than as contemplated in Section 5.11 and other than Income Taxes described in Section 1.3(b)(ii)) attributable to the Business or the Acquired Assets for all taxable periods commencing after the Closing Date including the portion after the Closing Date of any taxable period that includes, but does not end on, the Closing Date; (viii) all obligations and liabilities of either Seller arising out of, relating to or otherwise in any way in respect of Permits to the extent such obligations or liabilities arise out of events or conditions occurring on or after the Closing Date or arise out of the operation of the Business on or after the Closing Date; (ix) all obligations and liabilities identified on Schedule 1.3(a)(ix); and (x) all obligations and liabilities arising out of, relating to or otherwise in any respect of Permitted Liens to the extent such obligations or liabilities arise out of events or conditions occurring on or after the Closing Date or arise out the operation of the Business on or after the Closing Date. (b) Purchaser and its affiliates are not assuming and shall not be responsible or liable for, and Sellers shall retain and shall indemnify, defend and hold harmless Purchaser and its affiliates from, all obligations or liabilities (whether contingent or otherwise) of either Seller or any of its affiliates, other than the Assumed LiabilitiesLiabilities (all such liabilities that are not being assumed by Purchaser or its affiliates, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall includeincluding, but shall not be limited to, the following obligations and liabilities: (i) Any Liability all obligations and liabilities of either Seller or any of its affiliates to the extent arising from or out of, relating to or otherwise in any way in respect of the Excluded AssetAssets (other than Intercompany Trade Payables); (ii) Any Long Term Indebtedness all obligations and liabilities of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of Income Taxes, including (A) Income Taxes of GP’s Federal consolidated Income Tax group (and any Liability other Income Tax group under any Treasury Regulation under Section 1502 of the Code or any comparable provisions of foreign, state or local law), and (B) Income Taxes resulting from the sale and transfer from Sellers to Purchaser of the Acquired Assets but excluding any Transfer Taxes; (iii) all obligations and liabilities of either Seller, any of its affiliates or the Business arising out of, relating to or otherwise in any way in respect of any Intercompany Accounts; (iv) all obligations and liabilities of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of Contracts included in the Acquired Assets to the extent such obligations or liabilities arose prior to the Closing Date, except to the extent such obligations or liabilities are assumed by Purchaser pursuant to Section 1.3(a)(iii); (v) all obligations and liabilities of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of this Agreement, the Human Resources Agreement and any other Ancillary Document, or the agreements delivered or to be delivered by Sellers or their affiliates in connection with the transactions contemplated hereby; (vi) all obligations and liabilities (whether or not arising from acts or omissions) of either Seller or any of its affiliates arising out of, relating to or otherwise in any way in respect of any Product Liability Claims with respect to products purchased, sold, marketed, stored, delivered, distributed or transported by Sellers, their respective affiliates and/or the Business prior to the Closing Date, including, without limitation, claims, obligations or liabilities relating to the presence or alleged presence of ACM, formaldehyde-containing materials, other Hazardous Materials or CCA in any product or item purchased, sold, marketed, stored, delivered, distributed or transported by Sellers, their affiliates or the Business prior to the Closing Date; (vii) all Pre-Closing Environmental Liabilities arising out of or relating to the Long Term IndebtednessBusiness and/or the Acquired Assets including, including any costs related to any defeasance thereof but not limited to, Real Property currently or any Encumbrance associated therewith; (iii) Any Liability to third parties to the extent arising from formerly owned or relating to any act or omission by the District following the Effective Time; (iv) Except to the extent included operated in the calculation of the Final Working Capital, any Liability to current or former Hospital Personnel and their beneficiaries arising out of or relating to their employment or association connection with the District or its AffiliatesBusiness, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonus, severance or other payments to any current or former Hospital Personnel as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing; (v) Any Liability, as well as any interest, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising from, the acts or omissions of the District or the Facilities either Seller or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective Time, including any Liabilities for fraud, Federal False Claims Act violations, violations of the Xxxxx Law or Federal Anti-Kickback Statutes, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (vi) All Liabilities arising under claims or potential claims for medical malpractice or general liability to the extent arising from events that occurred prior to the Effective Time with respect to the operation of the Hospital Businessits affiliates; provided that if any claim arises from a course of diagnosis or treatment part of which occurred before and, part of which occurred after the Effective Date, the Parties’ respective liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business; (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations of the Hospital Business, in each case to the extent existing, initiated or initially occurring prior to the Effective Time, which does not include (i) any Liability under Environmental Laws to the extent arising out of or with respect to the actions of, or actions conducted on behalf of, Newco Parties (e.g., disturbance by or on behalf of Newco Parties of any asbestos-containing materials that were present at or in the Facilities prior to the Effective Time), (ii) any exacerbation of environmental conditions caused by Newco Parties, or (iii) any release of hazardous substances to the extent first initiated after the Effective Time, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order of any Governmental Body to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii), unless such actions are undertaken in a negligent manner (for the purposes of clarification, Excluded Liabilities includes any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties); (viii) Any Liability for any Indebtedness (to except as set forth in the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any LiabilityHuman Resources Agreement, whenever arisingall obligations and liabilities in respect of lawsuits, relating to (A) any Benefit Plan, that is not an Assumed Benefit Plan, including, without limitation, any Pension Plan actions and (B) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectively, (A) and (B), the “Excluded Benefit Plans”); and any Liability arising under or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, proceedings arising out of, or relating to or otherwise in any claims regarding any act or omission occurring way in the operation respect of the Hospital Business, or of any Person acting as an agent of the District or the Hospital Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed to violate any Legal Requirement or Order or any third party payor contract, in each case to the extent such act or omission occurred prior to the Effective Time; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods on or prior to the Effective Time, including, without limitation, (i) any new or accelerated Liability arising out of the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability for the District’s breach or failure on or prior to the Effective Time to perform pursuant to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, including, without limitation, any termination or similar penalties or payments resulting from termination of an Excluded Contract; (xiv) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with the Contemplated Transaction; (xv) Any Liability for any of the items set forth on Schedule 3.2(c)(ii); and (xvi) Any other Liability (other than an Assumed Liability), whether known or unknown, to the extent arising out of or relating to the conduct of the Hospital Business or the ownership of any operation or use of the Assigned Acquired Assets prior to the Effective TimeClosing Date.

Assumed and Excluded Liabilities. Subject to (a) At the terms Closing and conditions of this Agreementexcept as otherwise provided in Section 2.3(d), the Master Hospital Lease and the Assignment and Assumption Agreement, at the Closing, it is the intent of the Parties that Newco shall assume those Liabilities and agree to pay, honor and discharge when due the following liabilities (collectively, the “Southern Imaging Assumed Liabilities”): (i) all Assumed Contract Obligations relating to Assumed Contracts to which Southern Imaging is a party; (ii) the Assumed Debt; (iii) all trade payables of Southern Imaging incurred in the Hospital Business set forth ordinary course of business and listed by item and amount on Schedule 3.2(c)(i2.3(a)(iii) hereto; (iv) all current liabilities of Southern Imaging incurred in the ordinary course of business and listed by item and amount on Schedule 2.3(a)(iv) hereto. (b) At the Closing and except as otherwise provided in Section 2.3(d), Newco Sub shall assume and agree to pay, honor and discharge when due the following liabilities (collectively, the “Video Solutions Assumed Liabilities”; and together with the Southern Imaging Assumed Liabilities, the “Assumed Liabilities”), which Schedule 3.2(c)(i) may be updated at any time by the Parties prior to the Closing to include additional Assumed Liabilities. Except for the Assumed Liabilities, Newco is not assuming any liens, claims, security interests, charges, privileges, pledges, mortgages, deeds of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall include, but shall not be limited to:): (i) Any Liability to the extent arising from or all Assumed Contract Obligations relating to any Excluded AssetAssumed Contracts to which Video Solutions is a party; (ii) Any Long Term Indebtedness all trade payables of Video Solutions incurred in the ordinary course of business and any Liability to the extent arising out of or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewithlisted by item and amount on Schedule 2.3(b)(ii) hereto; (iii) Any Liability to third parties to all current liabilities of Video Solutions incurred in the extent arising from or relating to any act or omission ordinary course of business and listed by the District following the Effective Time;item and amount on Schedule 2.3(b)(iii) hereto. (ivc) Except Other than the Assumed Liabilities, the Purchasers shall not assume, and the parties do not intend for Purchasers to the extent included in the calculation of the Final Working Capitalassume, pursuant to this Agreement or otherwise, any Liability to current liabilities or former Hospital Personnel and their beneficiaries arising out obligations of either Seller, its shareholders or relating to their employment Affiliates of any kind or association with the District nature whatsoever, whether accrued, absolute, contingent or its Affiliatesotherwise, known or unknown, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy of the Hospital Business to make any bonusExcluded Liabilities (as defined in Section 2.3(d) hereof). Sellers shall faithfully pay, severance or other payments to any current or former Hospital Personnel honor, perform and discharge as a result and when due all of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing;Excluded Liabilities. (vd) Any LiabilityPurchasers shall not assume and shall not be liable for, as well as any interest, civil monetary penalties or criminal fines or and the Assumed Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising fromshall not include, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective Time, including any Liabilities for fraud, Federal False Claims Act violations, violations of the Xxxxx Law or Federal Anti-Kickback Statutes, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (vi) All Liabilities arising under claims or potential claims for medical malpractice or general liability to the extent arising from events that occurred prior to the Effective Time with respect to the operation of the Hospital Business; provided that if any claim arises from a course of diagnosis or treatment part of which occurred before and, part of which occurred after the Effective Date, the Parties’ respective following liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business;“Excluded Liabilities”): (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations of the Hospital Business, in each case to the extent existing, initiated or initially occurring prior to the Effective Time, which does not include (i) any Liability under Environmental Laws to the extent arising out of debts, liabilities or with respect to the actions ofobligations, or actions conducted on behalf oflitigations, Newco Parties (e.g.proceedings, disturbance by or on behalf of Newco Parties claims and all other liabilities of any asbestos-containing materials that were present at or in the Facilities prior to the Effective Time), (ii) any exacerbation of environmental conditions caused by Newco Parties, or (iii) any release of hazardous substances to the extent first initiated after the Effective Time, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order of any Governmental Body to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii), unless such actions are undertaken in a negligent manner (for the purposes of clarification, Excluded Liabilities includes any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties); (viii) Any Liability for any Indebtedness (to the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any Liability, whenever arising, relating to (A) any Benefit Plan, that is not an Assumed Benefit Plan, including, without limitation, any Pension Plan and (B) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectively, (A) and (B), the “Excluded Benefit Plans”); and any Liability arising under or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, arising out of, or relating to any claims regarding any act or omission occurring in the operation of the Hospital Business, or of any Person acting as an agent of the District or the Hospital Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed to violate any Legal Requirement or Order or any third party payor contract, in each case to the extent such act or omission occurred prior to the Effective Time; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods on or prior to the Effective Time, including, without limitation, (i) any new or accelerated Liability arising out of the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability for the District’s breach or failure on or prior to the Effective Time to perform pursuant to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, including, without limitation, any termination or similar penalties or payments resulting from termination of an Excluded Contract; (xiv) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with the Contemplated Transaction; (xv) Any Liability for any of the items set forth on Schedule 3.2(c)(ii); and (xvi) Any other Liability (other than an Assumed Liability)kind whatsoever, whether known or unknown, to the extent (A) not pertaining to the Business or the Purchased Assets or (B) arising out of from or relating to the conduct of the Hospital Business or the ownership of any of the Assigned Purchased Assets on or prior to the Effective TimeClosing Date; (ii) any debts or liabilities of any Shareholder or either Seller (other than the Assumed Debt, the trade payables set forth on Schedules 2.3(a)(iii) and 2.3(b)(ii) and the current liabilities set forth on Schedules 2.3(a)(iv) and 2.3(b)(iii)) including, without limitation, any amounts or obligations due or arising under any financing documents or equipment financing arrangements, bank debt, accounts payable, indebtedness to Affiliates and any other debts or liabilities; (iii) the expenses of Sellers referred to in Section 9.13 hereof; (iv) any obligations that arise under any guaranty or surety arrangement made by either Seller or the Shareholders; (v) (A) any Taxes incurred or payable with respect to the Business and the Purchased Assets on or prior to the Closing Date including, without limitation, any taxes due with respect to the Facilities or pursuant to the transactions contemplated by this Agreement, and (B) any liability of either Seller for Taxes (including pursuant to the transactions contemplated by this Agreement); (vi) (A) any debts, liabilities or obligations arising out of either Seller’s payroll obligations or employee benefit plans, and (B) any debts, liabilities or obligations arising out of the employment or termination of employment of any employees of either Seller, whether or not arising from the transactions contemplated herein; (vii) any product liability or warranty claim with respect to any products sold by the Business on or prior to the Closing Date; and (viii) any debts, liabilities or obligations, known or unknown, contingent or liquidated or otherwise, pertaining to the Excluded Assets.

Assumed and Excluded Liabilities. (a) Subject to and in accordance with the terms and conditions provisions of this AgreementSection 9.4, Buyer shall assume, as of the Closing Date, the Master Hospital Lease and accrued vacation obligations with respect to the Assignment and Assumption AgreementSeller Transferring Employees, at the Closing, it is the intent of the Parties that Newco shall assume those Liabilities of the Hospital Business set forth which obligations are specifically identified on Schedule 3.2(c)(i) 2 attached hereto (the “"Assumed Liabilities”"), which Schedule 3.2(c)(i. (b) may be updated at any time by Except for the Parties prior to the Closing to include additional Assumed Liabilities, Buyer will not assume or perform any liabilities or obligations of Seller. Except for the Assumed Liabilities, Newco is not assuming Seller will absolutely and irrevocably retain and be solely responsible for any liensand all liabilities and obligations of any kind or nature, claimswhether foreseen or unforeseen, security interestsknown or unknown, chargesexisting or which may arise in the future, privilegesfixed or contingent, pledges, mortgages, deeds matured or unmatured of trust, encumbrances, obligations or other Liabilities of the Facilities or the District (the “Excluded Liabilities”), which Excluded Liabilities shall include, but shall not be limited to: (i) Any Liability to the extent arising from or relating to any Excluded Asset; (ii) Any Long Term Indebtedness and any Liability to the extent Seller arising out of the Seller's ownership, use or relating to the Long Term Indebtedness, including any costs related to any defeasance thereof or any Encumbrance associated therewith; (iii) Any Liability to third parties to the extent arising from or relating to any act or omission by the District following the Effective Time; (iv) Except to the extent included in the calculation possession of the Final Working Capital, any Liability to current Assets or former Hospital Personnel and their beneficiaries arising out of or relating to their employment or association with the District or its Affiliates, including, without limitation, any Liability for payment for “sick time,” vacation time or other accrued paid time off; extended illness banks; severance and any Liabilities under any employment, severance or similar agreement or any policy Seller's conduct of the Hospital Business to make any bonus, severance or other payments to any current or former Hospital Personnel as a result of the consummation of the Contemplated Transactions; or loss of employment with the District or its Affiliates; or any act or omission by the District related to the foregoing; (v) Any Liability, as well as any interest, civil monetary penalties or criminal fines or Liabilities resulting therefrom or relating thereto, under any Legal Requirements (including any Health Care Law) with respect to the Hospital Business to the extent caused by, relating to, or arising from, the acts or omissions of the District or the Facilities or any of their employees or agents (including, without limitation, any Hospital Personnel), to the extent the same arise from xxxxxxxx for services provided prior to the Effective Time, including any Liabilities for fraud, Federal False Claims Act violations, violations of the Xxxxx Law or Federal Anti-Kickback Statutes, or arising out of erroneous, inaccurate, mistaken or wrong coding, charging, billing or collections procedures; (vi) All Liabilities arising under claims or potential claims for medical malpractice or general liability to the extent arising from events that occurred prior to the Effective Time with respect to the operation of the Hospital Business; provided that if any claim arises from a course of diagnosis or treatment part of which occurred before and, part of which occurred after the Effective Date, the Parties’ respective liabilities (if any) therefor shall be proportional to their degree of fault during the period which they, respectively, operated the Hospital Business; (vii) Any Liability under Environmental Laws to the extent arising out of facts, circumstances or conditions on, in, under or from the Facilities or any operations of the Hospital Business, in each case to the extent existing, initiated or initially occurring prior to the Effective Time, which does not include (i) any Liability under Environmental Laws to the extent arising out of or with respect to the actions of, or actions conducted on behalf of, Newco Parties (e.g., disturbance by or on behalf of Newco Parties of any asbestos-containing materials that were present at or in the Facilities prior to the Effective Time), (ii) any exacerbation of environmental conditions caused by Newco Parties, or (iii) any release of hazardous substances to the extent first initiated after the Effective Time, which, for purposes of clarification with respect to each of the foregoing (i) – (iii) would not include actions undertaken by or on behalf of Newco Parties that are required pursuant to any Order of any Governmental Body to address any Liability that is an Excluded Liability under this Section 3.2(c)(vii), unless such actions are undertaken in a negligent manner (for the purposes of clarification, Excluded Liabilities includes any Liability under Environmental Laws arising from a release of hazardous substances that occurred prior to the Effective Time, except to the extent caused or exacerbated by or on behalf of Newco Parties); (viii) Any Liability for any Indebtedness (to the extent not expressly assumed as an Assumed Liability); (ix) Any Encumbrances which are not Permitted Encumbrances; (x) Any Liability, whenever arising, relating to (A) any Benefit Plan, that is not an Assumed Benefit Plan, including, without limitation, any Pension Plan and (B) any other plan, program or arrangement that provides compensation or benefits (other than pursuant to an Assigned Contract) (collectively, (A) and (B), the “Excluded Benefit Plans”); and any Liability arising under or with respect to any Assumed Benefit Plan caused by, relating to, or arising from, acts or omissions occurring prior to the Effective Time; (xi) Any civil Liability to the extent accruing, arising out of, or relating to any claims regarding any act or omission occurring in the operation of the Hospital Business, or of any Person acting as an agent of the District or the Hospital ViaSeal Access Control Business, including, without limitation, their respective directors, officers, employees, agents and representatives, claimed the following (with all of the items in this Section 2.3(b) to violate any Legal Requirement or Order or any third party payor contract, in each case be collectively the "Excluded Liabilities"): (i) all of Seller 's accounts payable attributed to the extent such act or omission occurred period prior to the Effective TimeClosing Date; (xii) Any Liability arising under or out of any Assigned Right to the extent relating to periods on or prior to the Effective Time, including, without limitation, (i) any new or accelerated Liability arising out of the attempted assignment of an Assigned Right to Newco pursuant to the Contemplated Transactions unless Newco agrees in writing following the date hereof to accept such accelerated Liability; provided that in the event that Newco refuses to accept such accelerated Liability, such Assigned Right may become an Excluded Asset at the sole option of the District, and (ii) any Liability except for the District’s breach or failure on or prior to the Effective Time to perform pursuant Assumed Liabilities, any liability to any Assigned Right; (xiii) Any Liability arising under or out of any Excluded Contract, Seller Employee including, without limitation, any termination liabilities or similar penalties obligations under employee benefits or payments resulting compensation arrangements arising from termination the employment of an Excluded Contractthe Seller Transferring Employees as of and prior to their terminations of employment with Seller; (xiviii) Any Liability for brokerage fees, commissions or finders’ or similar fess or expenses or indemnification or similar obligations in connection with any workers' compensation claims which relate to events before the Contemplated TransactionClosing Date; (xviv) Any Liability any liability for any Taxes (including Taxes that arise as a result of the items set forth on Schedule 3.2(c)(ii)purchase and sale of the Assets) of Seller for periods ending before the Closing Date; and (xviv) Any any liability for inter-company obligations among the ViaSeal Access Control Business and Seller or any other Liability (other than an Assumed Liability), whether known or unknown, to the extent arising out of or relating to the conduct affiliate of the Hospital Business or the ownership of any of the Assigned Assets prior to the Effective TimeSeller.