Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating to the Business set forth on Schedule 3 (the “"Assumed Liabilities”"), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s 's operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s 's credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s 's leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s 's members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s 's compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s 's compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s 's acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities of Seller relating to Closing, the Business set forth on Schedule 3 Buyer shall assume only the following Liabilities (the “Assumed Liabilities”): (i) Assigned Payables; (ii) existing liabilities for Paid Time-Off for all Company employees calculated as of Closing by Company on the proposed Closing Statement, Assigned Vendor Contracts and Assigned Leases to the extent reflected in the Net Working Capital in the Definitive Closing Statement or arising after the Closing Date; (iii) the Liabilities relating to the Assigned Assets arising after the Closing Date; (iv) the Liabilities of the Company under the Assigned Contracts, but only to the extent that such Liabilities (A) arise after the Closing Date and (B) do not arise from or relate to any breach, violation or default by the Company of any provision of any of such Assigned Contracts prior to the Closing Date; (v) the capital leases set forth on Schedule 3.5(a)(ii); and (vi) to the extent not covered in this Section 2.1, which Purchaser agrees to assumeLiabilities including accrued liabilities included in the calculation of Working Capital Liabilities as finally determined under Section 2.5. (b) The Company shall retain, Purchaser does and shall be responsible for paying, performing and discharging when due all, and the Buyer shall not assume, agree to perform assume or discharge, indemnify Seller against, or otherwise have any responsibility for for, any Liabilities of Seller, whether fixed the Company or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Business as of the Closing Date other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the including Excluded Taxes and those Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth disclosed on Schedule 6(t2.3(b); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date;. (c) Any Liability The Buyer shall be responsible for Taxes of Seller or any Memberpaying, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e)performing, and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datedischarging when due all Assumed Liabilities.

Assumed Liabilities; Excluded Liabilities. Except for (a) On the Closing Date, Buyer shall execute and deliver to Seller an assumption agreement in the form set forth in Exhibit B (the "Assumption Agreement") pursuant to which Buyer shall assume and agree to pay, perform or otherwise discharge, in accordance with their respective terms and subject to the respective conditions thereof, and subject to the provisions of Section 1.3(b), all of the liabilities and obligations of Seller relating to the Business under the Contracts and Licenses set forth on Schedules 1.1(a) and 1.1(i), in each case solely to the extent that such liabilities or obligations constitute commitments by Seller to purchase goods to be consumed by or used in the Business, and which commitments (i) were made under such Contracts or Licenses in the ordinary course of business prior to the Closing Date and (ii) have not been performed or satisfied by Seller on or before the Closing Date, and provided, that in no event shall Assumed Liabilities include any liabilities or obligations of Seller for any breach of such Contracts or Licenses on or prior to the Closing Date. The foregoing obligations and liabilities, together with all the Permitted Encumbrances which are specifically identified on Schedule 3 (2.12 hereto, are herein called the “"Assumed Liabilities”)." (b) Other than the Assumed Liabilities, which Purchaser agrees Buyer shall not assume or be obligated to assumepay, Purchaser does not assume, agree to perform or dischargeotherwise assume or discharge any obligations or liabilities of Seller or any of its Affiliates, indemnify Seller against, or otherwise have of any responsibility for Liabilities of Sellernature, whether fixed due or contingentto become due, whether or not accrued, whether or not related to the Business and whether direct or indirect, known or unknown, matured expressed or unmaturedimplied, liquidated or unliquidatedabsolute, secured contingent or unsecuredotherwise, and whether existing on the Closing Date, or arising prior toout of any transactions entered into or any state of facts existing, or the use, ownership, possession or operation of the Purchased Assets or the conduct of the Business on or after prior to the date hereof Closing Date (collectively, all of such obligations and liabilities not so assumed being herein called the “"Excluded Liabilities”"). Without limiting the generality of the preceding sentence, the The Excluded Liabilities shall include the following: (ai) Any Liability any intercompany payables and liabilities or obligations of Seller to any of its Affiliates; (ii) any liabilities or obligations in respect of Excluded Assets; (iii) any liability for Taxes including any liability for Taxes incident to or arising out from the consummation of the transactions contemplated under this Agreement; (iv) any liabilities or relating to products obligations of Seller to the Business Employees, including claims asserted for workers' compensation or under any Benefit plan or collective bargaining agreement or as a result of the transactions contemplated by this Agreement (whether or not such individual is a Transferred Employee); (v) notwithstanding the provisions of any consent to assignment of any contractual right, except for those liabilities and obligations included in the Assumed Liabilities, any contractual liability or obligation relating to any period prior to the close of business on the Closing Date, including any liability or obligation for any breach of or default under any contract or arrangement which liability or obligation relates to any such breach or default occurring prior to the close of business on the Closing Date; (vi) any product liability or product warranty liabilities relating to Business Products not manufactured by Buyer; (vii) any liabilities for commissions owed to sales representatives, subject only to Buyer's obligations under Section 1.10; (viii) any liabilities, costs or expenses relating to claims by any third party (whether direct, indirect or by implication) of the Business's misappropriation, infringement or violation of any of such third party's Intellectual Property Rights, to the extent sold (1) such claim was first made on or prior to the Acquisition Closing Date except as set forth on Schedule 6(t); or (b2) Any Liability of Seller under any Contract that arises after the Acquisition Datesuch liabilities, but that arises out of any breach thereof by Seller that occurred on costs or expenses arise or accrue prior to the Acquisition close of business on the Closing Date; (c) Any Liability for Taxes of Seller or any Member, including (iix) any Taxes arising as a result liabilities for accounts payable or other accrued liabilities of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (mx) Any Liability any liabilities or obligations of Seller based upon Seller’s acts , contingent or omissions occurring after the Acquisition Dateotherwise, for any Indebtedness.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities, Buyer shall not be the successor to assumeSeller or any of its Affiliates, Purchaser and Buyer expressly does not assumeassume and shall not become liable to pay, agree to perform or discharge, indemnify any Liability whatsoever of Seller againstor any of its Affiliates, to the extent arising out of or otherwise have relating in any responsibility for way to the Purchased Assets. All such Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, are referred to herein as the “Excluded Liabilities”). Seller shall pay, perform and discharge when due all of the Excluded Liabilities. Without limiting the generality limitation of the preceding sentenceforegoing, the Excluded Liabilities shall include the followingfollowing Liabilities: (ai) Any Liability of Seller any Liabilities to the extent relating to or arising out of or relating to products of Seller the Excluded Assets; (ii) any Liabilities to the extent sold relating to or arising out of Accounts Payable (other than the Assumed Liabilities); (iii) any Liabilities of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes; provided, that the Transfer Taxes and the Apportioned Obligations shall be paid in the manner set forth in Section 5.2; (iv) any Liabilities to present or former members or shareholders of Seller or any of its Affiliates (in their capacity as such); (v) any Liabilities of Seller or any of its Affiliates under this Agreement, the Related Documents or in connection with the Contemplated Transactions; (vi) all Liabilities under any Contract, including the Excluded Contracts (other than the Assumed Liabilities); (vii) any Liabilities (including all Actions relating to such Liabilities) of Seller or any of its Affiliates to any Person and claims from any Person to the extent relating to or arising out of circumstances existing on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after Closing, including those to the Acquisition Date, but that arises extent relating to or arising out of any product liability, patent infringement, breach thereof by of warranty or similar claim for injury to person or property that resulted from the use, operation, ownership or misuse of the Purchased Assets or the operation of the business of Seller that or any of its Affiliates, to the extent such conduct occurred on or prior to the Acquisition DateClosing; (c) Any Liability for Taxes of Seller or any Member, including (iviii) any Taxes Liabilities (including all Actions relating to such Liabilities) to the extent relating to or arising as a result of Seller’s operation out of the Business or ownership Intellectual Property Rights of the Assets occurring any Person on or prior to the Acquisition DateClosing, including any Liability for any loss or infringement, misappropriation, other violation thereof or for violation of privacy, personal information or data protection rights; and (iiix) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability other Liabilities arising out of the Purchased Assets or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business business of Seller or Seller’s leasing or operation any of real property occurring its Affiliates on or prior to the Acquisition Date; (f) Any Liability under Closing, whether or not any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or such Liabilities are claimed prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateClosing (other than the Assumed Liabilities).

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the liabilities of Seller relating terms and subject to the Business conditions set forth on Schedule 3 in this Agreement, at the Closing, Buyers shall assume and agree to pay, perform and discharge when due in accordance with their respective terms without recourse to Sellers all of the following Liabilities of Sellers (collectively, the “Assumed Liabilities”), which Purchaser agrees and no other Liabilities: (i) all Liabilities under the Assumed Contracts, but only to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for the extent such Liabilities (A) arise from the written terms and provisions of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredeach Assumed Contract as provided, and whether arising prior toto the extent provided, on to Buyers by Sellers, (B) arise out of underlying events or circumstances to the extent first occurring at or after the date hereof Effective Time (provided, however, that a Liability shall not be deemed to arise out of events or circumstances merely because a related Proceeding is brought after the Effective Time with respect to events or circumstances occurring prior to the Effective Time), and (C) are not the result of any failure to perform, improper performance, breach of warranty or other breach, default or violation (or any event that with or without notice or lapse of time, or both, would constitute a failure to perform, improper performance, breach of warranty or other breach, default or violation except to the extent that such event is subject to cure and would reasonably be expected to be cured by operation of the Business in the Ordinary Course of Business) by any Seller prior to the Effective Time; (ii) all Post-Closing Environmental Liabilities; (iii) all Liabilities relating to the employment by any Buyer or its Affiliates of any Buyer Employee or the engagement of any independent contractor by any Buyer or its Affiliates, in each case first arising after the Effective Time, including with respect to any Buyer’s or its Affiliates’ employment or service, termination of employment, employee benefit plans, compensation and other similar arrangements of any Buyer or its Affiliates, and any claims relating thereto; and (iv) all Liabilities relating to a period of time before the Effective Time, to the extent adjusted by a Purchase Price reduction (excluding as a result of being a Rejected Property) pursuant to Section 5.6(b), Section 5.6(c), Section 5.13(c), Section 6.8(b), Section 6.9, Section 6.11, or Section 6.14. For the avoidance of doubt, other than with respect to Assumed Environmental Liabilities in no event shall the Assumed Liabilities include Excluded Liabilities. (b) The transaction contemplated by this Agreement is the purchase and sale of assets and not a de facto merger between any of Sellers and Buyers. No Buyer is a successor in interest to any Seller, and neither any Seller nor, except as may be elected by Buyers with respect to certain of the Buyer Employees or pursuant to the Transition Services and Operations Agreement, any shareholder, officer, director, manager, member or partner of any Seller, as the case may be, shall have any continuing participation in the ownership or management of any of the Assets. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit or any of the Ancillary Agreements to the contrary, and regardless of any disclosure to Buyers, Sellers and Buyers agree that Buyers shall not assume and shall not be responsible for paying, performing or discharging (and Sellers shall retain, pay, perform or otherwise discharge without recourse to Buyers) any Liabilities of any Seller, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentenceforegoing, and except to the extent they expressly constitute Assumed Liabilities in Section 2.3(a), the Excluded Liabilities include the followinginclude, without limitation: (ai) Any Liability of Seller all Liabilities arising out of or relating to products of Seller to the extent sold on Sellers’ ownership or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or the Assets to the extent such Liabilities arise out of or relate to events, circumstances or periods occurring prior to the Effective Time, including any Third Party Claims (including by Governmental Entities) brought after the Closing Date in which a Buyer is a named party, but only to the extent the underlying allegations relate to Sellers’ ownership or operation of the Business or the Assets prior to the Effective Time; (ii) all Liabilities arising out of or to the extent relating to the Excluded Assets; (iii) all Liabilities (A) to the extent relating to (1) any employee of any Seller or its Affiliates who is not a Buyer Employee and (2) the employment by any Seller or its Affiliates of any Buyer Employee arising from, or related to events, facts or circumstances occurring prior to the Effective Time, including with respect to any Seller’s or its Affiliates employment, termination of employment, employee benefit plans, compensation and other similar arrangements of any Seller or its Affiliates and any claims relating thereto, and (B) to the extent relating to the engagement of any independent contractor by any Seller or its Affiliates arising from, or related to events, facts or circumstances occurring on or prior to the Acquisition DateEffective Time, including with respect to any Seller’s or its Affiliates engagement, termination of engagement, compensation and other similar arrangements of any Seller or its Affiliates and any claims relating thereto; (iiiv) all Liabilities relating to any Benefit Plan; (v) any Taxes Liability (other than Assumed Liabilities expressly set forth in Section 2.3(a)(i)) arising out of any Contract to which any Seller is a party or by which any of the Assets are bound (including the Assumed Contracts); (vi) any and all Seller Taxes; (vii) all Pre-Closing Environmental Liabilities; (viii) all Indebtedness of any Seller or any of its Affiliates (including, for the avoidance of doubt, all such Indebtedness under the Note Indentures and the Notes) and all Liabilities relating to any such Indebtedness, including (A) any such Liabilities resulting from or relating to the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, the Notes Terminations, the Indenture Measures, the Indenture Documents and the obligations of the Issuers and Notes Guarantors under Section 5.21 hereof and (B) any Liabilities that will arise as a result are (or pursuant to the terms of the Note Indentures or the Notes, are obligated to be) assumed or guaranteed by or transferred to Buyers pursuant to, by operation of, or in connection with, the Note Indentures; (ix) all Liabilities of any Seller arising from or relating to any product warranty or product liability claims relating to goods sold (including any claim alleging damages arising out of the sale of non-temperature corrected fuel), or services rendered, or any property damage or personal injury, whether or not covered by insurance, occurring prior to the Assets Effective Time; (x) all Liabilities under any Assumed Contracts that are not validly and effectively assigned to Buyers pursuant to this Agreement except as otherwise expressly provided in including pursuant to Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d2.3(a)(i); (exi) any Liability resulting all Liabilities arising from the failure to comply with any Environmental Law by Seller arising out of or relating to any pending or threatened Proceeding arising from, relating to or otherwise in respect of the ownership or operation of the Business or Seller’s leasing the Assets by Sellers but only to the extent such Proceeding relates to such ownership or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this AgreementEffective Time; and (mxii) Any Liability all Liabilities related to a Rejected Property; provided, however, that this Section 2.3(b)(xii) shall not limit the rights and remedies available to Sellers with respect to damage, destruction of Seller based upon Seller’s acts property or omissions other casualty events occurring after on or to the Acquisition DateRejected Property to the extent arising from Buyers’ or their Representatives access to, or inspection of, the Rejected Properties and the fixtures and personal property located thereat.

Assumed Liabilities; Excluded Liabilities. Except for Effective as of the liabilities Closing Date, Buyer shall assume and perform (and indemnify and hold Sellers harmless against in accordance with Section 10.2): (a) all Liabilities arising out of Seller relating or related to the Business set forth on Schedule 3 ownership, use and operation of the Purchased Assets accruing after the Closing Date and all Liabilities for which Buyer is responsible pursuant to Section 4.5; (b) all Liabilities arising and accruing after the Closing Date to Buyer Employees as a result of such Buyer Employees’ employment with Buyer; (c) all Liabilities accruing after the Closing Date under Assigned Contracts; (d) all Prepaid Subscription and Advertising Liabilities; and (e) all Liabilities in respect of carrier deposits (collectively, the “Assumed Liabilities”). Buyer shall not assume or be obligated to pay, which Purchaser agrees to assumeperform, Purchaser does discharge or in any way be responsible for any Liabilities other than the Assumed Liabilities, and specifically shall not assume, agree assume or be obligated to perform or dischargeotherwise be responsible for any obligations or Liabilities under any contracts which are not Assigned Contracts any Liabilities with respect to any Owned Real Estate listed on the final version of Schedule 2.2(xi), indemnify Seller Collective Bargaining Agreements, employment agreements, consulting or contractor agreements, any Liabilities under any pension plan (including without limitation any past, present or future withdrawal liability under any such plan and including any liability associated with the Retirement Plan for Non- Salaried Employees of Reading Eagle Co.) or other Employee Benefit Plan of the Sellers, any Liabilities for workers’ compensation, severance, termination, WARN, and/or retention, any Liabilities for vacation, sick leave, personal days, or other forms of paid time off, any Liabilities accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or otherwise have any responsibility for Employee, agent, vendor or representative of any Seller arising out of actions prior to or on the Closing Date (other than rights of setoff or recoupment claims), any Liabilities of Sellerincurred pursuant to the DIP Agreement, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentenceEmployee Benefit Plans and any Liabilities relating thereto (including, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller but not limited to, withdrawal liability under any Contract that arises after the Acquisition Datemultiemployer plan, but that arises out as defined under Sections 3(37) and 4001(a)(3) of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any MemberERISA, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateare Excluded Liabilities.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities: (i) Buyer shall not be the successor to assumeany Seller or any Affiliates of any Seller, Purchaser and (ii) Buyer expressly does not assume, agree and shall not become liable to pay, perform or discharge, indemnify any Liability whatsoever of any Seller againstor any Affiliates of any Seller, to the extent arising out of or otherwise have relating in any responsibility for way to the Purchased Assets. All such Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, are referred to herein as the “Excluded Liabilities”). Without limiting the generality limitation of the preceding sentenceforegoing, the Excluded Liabilities shall include the followingfollowing Liabilities: (ai) Any Liability of Seller any Liabilities to the extent relating to or arising out of the Excluded Assets; (ii) any Liabilities of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (excluding, for the avoidance of doubt, any Taxes imposed with respect to any Post-Closing Tax Period that relate to the ownership or operation of the Purchased Assets; provided, that the Transfer Taxes and the Apportioned Obligations shall be paid in the manner set forth in Section 5.2; (iii) any Liabilities of any Seller or any Affiliates of any Seller under this Agreement, the Related Documents or in connection with the Contemplated Transactions; (iv) all Liabilities under Excluded Contracts (other than the Deerfield Obligation); (v) any Liabilities (including all Actions relating to products such Liabilities) of any Seller or any Affiliates of any Seller to any Person and claims from any Person to the extent sold relating to or arising out of circumstances existing on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after Closing, including those to the Acquisition Date, but that arises extent relating to or arising out of any product liability, patent infringement, breach thereof by of warranty or similar claim for injury to person or property that resulted from the use, operation, ownership or misuse of the Purchased Assets or the operation of the business of Seller that or any Affiliates of any Seller, to the extent such conduct occurred on or prior to the Acquisition DateClosing; (c) Any Liability for Taxes of Seller or any Member, including (ivi) any Taxes Liabilities (including all Actions relating to such Liabilities) to the extent relating to or arising as a result of Seller’s operation out of the Business or ownership Intellectual Property Rights of the Assets occurring any Person on or prior to the Acquisition DateClosing, including any Liability for any loss or infringement, misappropriation, other violation thereof or for violation of privacy, personal information or data protection rights; and (iivii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability other Liabilities arising out of the Purchased Assets or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business business of any Seller or Seller’s leasing or operation any Affiliates of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of Closing, whether or not any Proceeding such Liabilities are claimed prior to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateClosing (other than the Assumed Liabilities).

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities: (i) Buyer shall not be the successor to assumeSeller or any Affiliates of Seller, Purchaser and (ii) Buyer expressly does not assume, agree and shall not become liable to pay, perform or discharge, indemnify any Liability whatsoever of Seller against, or otherwise have any responsibility for Liabilities Affiliates of Seller, whether fixed to the extent arising out of or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after otherwise relating in any way to the date hereof (collectively, Purchased Assets. All such Liabilities are referred to herein as the “Excluded Liabilities”). Without limiting the generality limitation of the preceding sentenceforegoing, the Excluded Liabilities shall include the followingfollowing Liabilities: (ai) Any Liability of Seller any Liabilities to the extent relating to or arising out of or the Excluded Assets; (ii) any Liability for Taxes (a) of Seller, (b) relating to products the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, (c) that arise out of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 5.2 other than Transfer Taxes for which Buyer is liable under Section 5.2 below, or (d) of any Person of any kind or description that becomes a liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of Contract or Law in connection with the transactions contemplated hereby; (iii) any Liabilities of Seller or any Affiliates of Seller under this Agreement, the Related Documents or in connection with the Contemplated Transactions; (iv) all Liabilities pertaining to any Assumed Contract which relate to the period prior to the Closing (other than the Assumed Liabilities); (v) all Liabilities under Excluded Contracts; (vi) any Liabilities (including all Actions relating to such Liabilities) of Seller or any Affiliates of Seller to any Person and claims from any Person to the extent sold relating to or arising out of circumstances existing on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after Closing, including those to the Acquisition Date, but that arises extent relating to or arising out of any product liability, patent infringement, breach thereof by of warranty or similar claim for injury to person or property that resulted from the use, operation, ownership or misuse of the Purchased Assets or the operation of the business of Seller that or any Affiliates of Seller, to the extent such conduct occurred on or prior to the Acquisition DateClosing; (c) Any Liability for Taxes of Seller or any Member, including (ivii) any Taxes successor Liability relating to Seller defined benefit plans or otherwise pursuant to applicable state employment or labor laws and ERISA; (viii) any Liability arising as a result from destruction charges incurred within 45 days after Closing relating to any expired Product or Inventory with less than 12 months or less of Seller’s operation shelf life; (ix) any Liabilities (including all Actions relating to such Liabilities) to the extent relating to or arising out of the Business or ownership Intellectual Property Rights of the Assets occurring any Person on or prior to the Acquisition DateClosing, including any Liability for any loss or infringement, misappropriation, other violation thereof or for violation of privacy, personal information or data protection rights; and (iix) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability other Liabilities arising out of the Purchased Assets or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement business of Seller with or any employee Affiliates of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of Closing, whether or not any Proceeding such Liabilities are claimed prior to which Seller is a party pending as of or after the Acquisition DateClosing (other than the Assumed Liabilities); (jxi) Any Liability any other Liabilities (including all Actions relating to such Liabilities) of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateset forth on Schedule 2.3(b)(xi).

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the liabilities of Seller relating terms and subject to the Business conditions set forth on Schedule 3 in this Agreement, at the Asset Closing, Purchaser shall assume, pay, perform and discharge when due the following Liabilities of the Company and its Subsidiaries (in each case after taking into account the effects of, and assuming the completion of, the Restructuring), other than the Excluded Liabilities (the “Assumed Liabilities”)): (i) all Liabilities of the Company and its Subsidiaries arising on, which prior to or after the Asset Closing Date under the Assumed Contracts; (ii) all Liabilities arising on, prior to or after the Asset Closing Date for any infringement or alleged infringement with respect to the SMS Business of the rights of any other Person relating to Intellectual Property; (iii) all accounts payable due to third parties to the extent incurred in connection with the operation of the SMS Business; (iv) any Transfer Taxes; (v) all Liabilities to the extent arising out of or relating to the Purchased Assets; (vi) all Liabilities arising out of, relating to or incurred in connection with the operation of the SMS Business. (b) Any other provision of this Agreement notwithstanding, Purchaser agrees shall not be obligated to assume, Purchaser does not assumepay, agree to perform perform, discharge or discharge, indemnify Seller against, or otherwise have be responsible for any responsibility for of the following Liabilities of Seller, whether fixed the Company or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredany of its Subsidiaries (in each case after taking into account the effects of, and whether arising prior toassuming the completion of, on or after the date hereof Restructuring) (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:): (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior Liability to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller extent arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition DateExcluded Asset; (hii) Any any Liability to distribute to for Taxes of the Company or any of Seller’s members any part its Subsidiaries other than Taxes for which Purchaser is liable pursuant to Section 7.13(a) of the consideration received hereunderthis Agreement; (iiii) Any Liability of Seller based upon all accounts payable due to third parties to the operations extent incurred in connection with the operation of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition DateMaintenance Business; (jiv) Any Liability of Seller all Liabilities arising on, prior to or after the Asset Closing under the Maintenance Agreements; and (v) all other Liabilities to the extent arising out of or resulting from Seller’s compliance relating to or noncompliance incurred in connection with any Applicable Law; (k) Any Liability the Maintenance Business, including the operation of Seller arising out of the Maintenance Business on, prior to or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Asset Closing Date.

Assumed Liabilities; Excluded Liabilities. Except 2.2.1 Upon the terms and subject to the conditions of this Agreement, without limiting the rights of the Purchaser or its Affiliates under Article 10 in respect of the representations and warranties of the Seller contained in Article 8, on the Closing Date, the Purchaser shall assume and become liable solely for the liabilities following Liabilities of the Seller relating to or (as the Business set forth on Schedule 3 case may be) its Affiliates (the “"Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:"): (a) Any any Liability arising in respect of Seller arising out the period on and after the Closing Date in respect of or relating to products of Seller to the extent sold on Transferred Assets or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after Facilities or performance or non-performance by the Acquisition Date, but that arises out Purchaser or its Affiliates of any breach thereof by Seller that occurred on or prior to of the Acquisition Date; (c) Any Liability for Taxes of Seller or any MemberTransferred Contracts, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members the return from and after the Closing Date of any Product manufactured, packaged or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); stored at the Facilities and (eii) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of Inventory existing on the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Closing Date; (fb) Any without limiting clause (a), any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating related to any employee the Exploitation of the Product (including the Inventory) to the extent accruing in respect of, and arising on or independent contractor grievanceafter, the Closing Date, including those the obligation to replace expired diluent under the CDC Agreement; (c) without limiting clause (a), any employment, severance, retention or termination agreement of Seller, Liability arising out of facts occurring or related to Environmental Matters, including any Liability for Remedial Actions with respect to Environmental Matters whether arising before, on or prior to after, the Acquisition Closing Date; (hd) Any without limiting clause (a) or (b), any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with related to the obligation to supply Product under the CDC Agreement, including any Applicable Lawobligation to fulfill Unsatisfied Orders under the CDC Agreement; (ke) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree one-half of any Governmental Authority; (l) Any Liability Transfer Taxes arising from or relating to the consummation of Seller under the transactions contemplated by this Agreement; and (mf) any Liability arising in respect of the employment or termination of employment of the Transferred Employees by the Purchaser or its Affiliates on or after the Closing Date, except as specifically described in Section 2.2.2(b). 2.2.2 Any Liability of the Seller based upon or its Affiliates other than the Assumed Liabilities (the "Excluded Liabilities") shall be retained by the Seller’s acts . For the avoidance of doubt, the following Liabilities shall be Excluded Liabilities: (a) one-half of any Transfer Taxes arising from or omissions occurring after relating to the Acquisition Dateconsummation of the transactions contemplated by this Agreement; and (b) any Liability arising directly as a result of the termination by Seller or its Affiliates of employment of the Eligible Employees effective as of or prior to the Closing, unless such Liability arises as a result of Purchaser's breach of its obligations under Sections 6.6 (Offer of Employment to Eligible Employees) (except to the extent that it results from a breach by Seller or Affiliates of its obligations under Section 6.6) or 7.6 (Transferred Employees).

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating In addition to the Business set forth on Schedule 3 (Purchase Price payable pursuant to Section 2.1, effective as of the “Assumed Liabilities”)Effective Date, which Purchaser Buyer hereby agrees to assume, Purchaser does not assumepay, agree perform, discharge and otherwise satisfy promptly when due, and to perform or discharge, indemnify and hold harmless the Seller from and against, only (a) under the Contracts to the extent arising with respect to the period on or otherwise have after the Effective Date and to the extent such liabilities would be the liabilities of the Seller but for the assignment of the Contract, and (b) relating to the U.S. Agtrol Division or the use of the Purchased Assets (including the sale of Inventory by Buyer) on or after the Effective Date, including any responsibility claims relating to health and safety, environmental, employment and termination of employment on or after the Effective Date (collectively, the "Assumed Liabilities"). Except as provided in this Agreement, Buyer shall not assume or become liable or obligated for Liabilities or on any contract or agreement of the Seller or for any of any debt, liability or obligation of the Seller, whatsoever, whether fixed or contingent, known or unknown, matured direct, contingent or unmaturedotherwise, liquidated however or unliquidated, secured whenever arising or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Memberasserted, including any liability or obligation (i) any Taxes arising as a result of Seller’s operation of the Business Seller to its employees, customers, creditors or ownership of the Assets occurring on brokers, or prior to the Acquisition Dateany governmental authority, (ii) any Taxes that will arise as a result in respect of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e)Excluded Assets, and or (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation U.S. Agtrol Division or the use of the Business or Seller’s leasing or operation of real property occurring on or Purchased Assets prior to the Acquisition Effective Date; (f) Any Liability under , including any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or claims relating to any employee or independent contractor grievancehealth and safety, including those under any employmentenvironmental, severance, retention or employment and termination agreement of Seller, arising out of facts occurring on or employment prior to the Acquisition Date; Effective Date (h) Any Liability to distribute to any of Seller’s members any part all such liabilities and obligations of the consideration received hereunder; (i) Any Liability of Seller based upon Seller, herein referred to as the operations "Excluded Liabilities"). Buyer shall be solely responsible for satisfying all of the Business by Assumed Liabilities and the Seller on or prior to the Acquisition Date arising out of any Proceeding to which shall have no liability whatsoever with respect thereto. The Seller is a party pending as shall be solely responsible for satisfying all of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance Excluded Liabilities and Buyer shall have no liability whatsoever with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Daterespect thereto.

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon completion of the Closing, Buyer covenants and agrees to assume, fulfill, perform and in due course discharge, only the following obligations and liabilities of Seller relating to the Business set forth on Schedule 3 (collectively, the “Assumed Liabilities”)): (i) The asset retirement and reclamation obligations, which Purchaser agrees including but not limited to assumeenvironmental remediation obligations, Purchaser does not assumeif any, agree with respect to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Sellerthe Purchased Assets, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on before or after the date hereof Closing Date, including the obligation to replace the Bonds; (collectivelyii) The post-Closing obligations and liabilities of Seller under Coal Leases, the “Excluded Liabilities”). Without limiting the generality of the preceding sentenceProperty Leases, the Excluded Liabilities include Permits or the following: Contracts that, by their terms, arise after the Closing Date, relate to periods following the Closing Date, and are to be observed, paid, discharged or performed, as the case may be, at any time after the Closing Date (a) Any Liability excluding, for the avoidance of Seller doubt, any obligations under the Coal Leases, the Property Leases, the Permits or the Contracts arising out of from breaches thereof or relating to products of Seller to the extent sold otherwise on or prior to the Acquisition Date except Closing Date); and (iii) All other obligations and liabilities relating to the Purchased Assets that, by their terms, arise after the Closing Date, relate to periods following the Closing Date, and are to be observed, paid, discharged or performed, as set forth on Schedule 6(t);the case may be, at any time after the Closing Date. (b) Any Liability of Seller under Buyer shall not assume any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on liability or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes obligation arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of from or relating to obligations owed to Members a breach by Seller of a representation, warranty or Seller’s credit facilities or any security interest related thereto except as covenant set forth in this Agreement. Furthermore, except for the Assumed Liabilities, Buyer shall not assume, and Seller shall remain liable, responsible for, and shall retain, and timely pay, perform and discharge, any and all other debts, obligations, and liabilities of Seller and its Affiliates, whether known, unknown, contingent, executory, fixed or otherwise, including without limitation, all Employee Liabilities and all pending litigation, if any, as described on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation 7. All of the Business or Seller’s leasing or operation of real property occurring on or prior matters referenced in this Section 3.2(b) shall be referred to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date“Excluded Liabilities”.

Assumed Liabilities; Excluded Liabilities. Except for (a) On the liabilities Brokerage Closing Date, Buyer shall assume, perform and discharge when due (i) Company's obligations under Contracts transferred to Buyer pursuant to Section 2.01(a) and set forth in the Undertaking (the "Assumed Contracts") required under the terms of Seller such Assumed Contracts to be performed after such date and (ii) obligations relating to the Business Transferred Plans as set forth on Schedule 3 in Section 3.04(f)(i) required under the terms of such Transferred Plans to be performed after such date. (b) Notwithstanding any other provision hereof, except as expressly assumed pursuant to Section 2.07(a) (the “"Assumed Liabilities”"), which Purchaser agrees neither Parent nor Buyer has agreed to pay, and shall not be required to assume, Purchaser does not assumeshall have no liability or obligation with respect to, agree to perform and shall be indemnified in accordance with Article X by Seller for, any liability or dischargeobligation, indemnify Seller against, direct or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingentindirect, known or unknown, matured absolute, contingent or unmaturedaccrued, liquidated of Seller, any of its Subsidiaries, the Brokerage Business or unliquidatedthe Brokerage Assets (the "Excluded Liabilities") including (i) any liability, secured responsibility or unsecuredobligation that is attributable to any Excluded Asset or Excluded Function; (ii) any liability, and whether responsibility or obligation relating to the Brokerage Assets or the Brokerage Business arising out of any event, circumstance or condition occurring or existing prior to the Brokerage Closing Date; (iii) any liability, responsibility or obligation arising out of (A) any suit, action, proceeding, arbitration, mediation, inquiry or investigation pending or threatened as of, or arising out of any event, circumstance or condition occurring or existing prior to, on the Brokerage Closing Date or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality B) any actual or alleged violation of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or Law prior to the Acquisition Date Brokerage Closing Date; (iv) any Retained Employee Liability; (v) except as expressly set forth on Schedule 6(t); (b) Any Liability in Section 3.04 or the Transition Services Agreement, as applicable, any liability, responsibility or obligation with respect to the operation or maintenance of any employment or benefit plan, program or agreement or arrangement provided by Seller under or any Contract that arises related entity after the Acquisition DateBrokerage Closing Date and (vi) any liability, but that arises out of any breach thereof by Seller that occurred on responsibility or prior to the Acquisition Date; obligation for (cA) Any Liability for Taxes of Seller or any Member, including of its Affiliates or (iB) Taxes attributable to the Brokerage Assets relating to any Taxes arising as a result period or any portion of Seller’s operation of the Business or ownership of the Assets occurring on or any period ending prior to the Acquisition Brokerage Closing Date. Subject to Section 2.14, (ii) Seller hereby agrees to pay, perform and discharge when due, any Taxes that will arise as a result and all of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateExcluded Liabilities.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities Closing, Buyer shall assume and shall agree to pay, defend, discharge and perform as and when due and performable by appropriate instruments in a form reasonably satisfactory to the Parties only the following specific Liabilities of Seller the Company, except to the extent that any of the following constitute Excluded Liabilities: (i) all Liabilities of the Company under each Purchased Contract listed on Schedule 2.1(a)(ix) (other than (A) Liabilities attributable to any failure or alleged failure by the Company to comply with the terms thereof prior to the Closing (other than Liabilities arising under a Purchased Contract entered into in the ordinary course of business and relating to on-going service, warranty and other similar obligations of the Business Company that do not otherwise constitute Excluded Liabilities) or (B) Liabilities of the Company under each Excluded Contract) and up to an aggregate additional $30,000 for amounts due under the Purchased Contracts that are not set forth on Schedule 3 2.1(a)(ix); (ii) all accounts payable incurred by the Company, but only to the Persons and in the amounts listed on Schedule 2.2(a)(ii) and up to an aggregate additional $30,000 of other accounts payable incurred in the ordinary course of business and not set forth on Schedule 2.2(a)(ii); (iii) the fees payable by the Company to Vintage Filings, LLC and Fulbright & Xxxxxxxx L.L.P. in amounts not to exceed the amounts listed on Schedule 2.2(a)(iii); (iv) amounts payable to employees of the Company for accrued vacation time not to exceed the amounts listed on Schedule 2.2(a)(iv); and (v) the obligation of the Company to issue shares of Buyer Common Stock to the Persons and in the amounts listed on Schedule 2.2(a)(v) pursuant to, and subject to the satisfaction of the conditions described in that certain Second Amendment to Note and Warrant Purchase Agreement and Promissory Notes, dated as of December 21, 2007 by and between the Company and the noteholders party thereto, which obligation of the Company to issue such shares shall not, notwithstanding anything to the contrary herein, constitute an Excluded Liability. All of the Liabilities specifically described above in this Section 2.2(a) are individually and collectively referred to as the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does .” The assumption of Assumed Liabilities by Buyer hereunder shall not assume, agree to perform enlarge any rights of third parties under Contracts or discharge, indemnify Seller against, other arrangements with Buyer or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredthe Company, and whether arising prior tonothing herein shall prevent any Party from, on in good faith, contesting with any third party any of said liabilities or after obligations, except that Buyer shall have no right to contest the date hereof (collectivelyamount of Liabilities assumed pursuant to Section 2.2(a)(iii). For the avoidance of doubt, the “accrued liabilities listed on Schedule 2.2(a)(i) shall constitute either Assumed Liabilities or obligations of the Buyer pursuant to Article VII and shall not constitute Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities of Seller relating terms and subject to the Business conditions set forth in this Agreement, at the Closing, Purchasers will assume and pay, defend, discharge and perform, as and when due the Liabilities of RGA and Elemental identified on Schedule 3 1.3 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, which (i) RGA Purchaser agrees to assume, Purchaser does will not assume, agree to perform or dischargeand RGA will pay, indemnify Seller againstdefend, or discharge and perform, as and when due, and otherwise have any responsibility for retain and remain solely responsible for, all Liabilities of SellerRGA that are not included in the Assumed Liabilities and (ii) the Sellers will pay, whether fixed or contingentdefend, known or unknowndischarge and perform, matured or unmaturedas and when due, liquidated or unliquidatedas if solely responsible for, secured or unsecured, and whether arising prior to, on or after all Liabilities of Elemental that are not included in the date hereof Assumed Liabilities (collectively, collectively the “Excluded Liabilities”), including: (a) any Indebtedness of RGA or Elemental, (b) any Liability of any successor or Affiliate of RGA or Elemental (excluding any other Company Party), (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets or the operation and conduct of Elemental first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding any trade or other accounts payable of RGA or Elemental payable to third parties that remain outstanding as of the Closing), (d) any Liability arising under or in any way related to the Employee Benefit Plans of RGA or Elemental, (e) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Sellers, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or Elemental or ownership or operation thereof for or accruing or arising at any time in respect of any period (or portion thereof) up to the Closing, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, (g) any Liability arising out of or in connection with any Legal Proceedings set forth on Section 4.1(c)(i) of the Disclosure Schedule, and (f) any Transaction Expenses incurred by the Sellers, Elemental or the Equityholders. Without limiting the generality of the preceding sentenceforegoing, it is understood and agreed that unless a Liability is within the Excluded definition of Assumed Liabilities include the following: (a) Any Liability of Seller arising out of under this Section 1.3 or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date1.3, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to neither Purchaser nor any of Seller’s members their Affiliates will assume, nor will any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentthem be liable for, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datesuch Liability.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities of Seller relating to Closing, the Business set forth on Schedule 3 Purchaser shall assume only the following Liabilities (the “Assumed Liabilities”)): (i) the Liabilities relating to the Assets arising after the Closing Date; and (ii) the Liabilities of the Seller under the Transferred Contracts, which but only to the extent that such Liabilities: (A) arise after the Closing Date; provided that the Purchaser agrees to assumeassume the liability to provide Time Warner Cable Inc. (“TWC”) with the CCT Scorpion devices and handsets required to be supplied to TWC under the Time Warner Contract to the extent Seller has not already provided TWC with such devices and handsets, (B) do not arise from or relate to any breach, violation or default by the Seller of any provision of any of such Transferred Contracts, (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach, violation or default by the Seller of any of such Transferred Contracts and (D) are ascertainable (in nature and amount) solely by reference to the express terms of such Transferred Contracts. (b) Notwithstanding any provision of this Agreement to the contrary (and without implication that Purchaser does is assuming any Liability of Seller or the Business or any Liability related to any of the Assets not assumeexpressly excluded), agree to perform the Seller shall retain, and shall be responsible for paying, performing and discharging when due all, and the Purchaser shall not assume or discharge, indemnify Seller against, or otherwise have any responsibility for for, any Liabilities of Seller, whether fixed the Seller or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Business as of the Closing other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. (a) Except for to the liabilities extent set forth in Section 2.3(b), Buyer shall assume, at the Closing, all Liabilities and obligations of Seller relating any Person within the FJ Group to the extent such Liabilities and obligations relate exclusively to the Business set forth on Schedule 3 (or to the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Assets (collectively, the “Excluded "Assumed Liabilities”"). Without limiting the generality of the preceding sentence, the Excluded Liabilities include including, without limitation, the following: (ai) Any Liability of Seller arising out of or relating to products of Seller the current liabilities related to the extent sold Business or the Assets, including, but not limited to, all accounts and trade payables, all Liabilities and all obligations accruable as a current liability on Fort James' financial statements at Closing to the extexx xxch payables, liabilities and obligations are related exclusively to the Business or the Assets; (ii) all Liabilities and obligations of any Person within the FJ Group with respect to goods or services delivered or to be delivered to customers of the Business arising from orders placed prior to or following the Acquisition Date except as set forth on Schedule 6(tClosing; (iii) all Liabilities and obligations of any Person within the FJ Group under the Listed Contracts, the Lessee Leases and any other contract, commitment, license, permit, approval, authorization or other agreement or arrangement constituting part of the Assets under Section 2.1(e); (biv) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out all Liabilities and obligations of any breach thereof by Seller that occurred on or prior Person within the FJ Group existing at Closing and relating to Business Employees and employee benefits for Business Employees, except to the Acquisition Dateextent such liabilities and obligations are specifically retained by the FJ Group pursuant to Article VIII; (cv) Any Liability subject to Section 12.1(c) hereof, all Liabilities and obligations under Environmental Laws of any Person within the FJ Group (including, without limitation, any obligation to conduct or to pay for Taxes of Seller any Remedial Action for any Environmental Condition or any Memberobligation to correct or to pay a penalty for failure to comply with Environmental Statutes), including in connection with facts, events, conditions, actions or omissions existing or occurring prior to or after Closing, to the extent that such liability, obligation, condition or failure (A) exists on any Real Property, or real property constituting Leased Premises at the Transferred Sites or (B) is a Liability arising under Environmental Laws with respect to hazardous substances, contaminants, pollu- tants or petroleum products leaching or physically migrating from Transferred Sites to adjacent or nearby properties, and including, without limitation, those liabilities listed on Schedule 2.3(a)(v); (vi) all Liabilities or obligations of any member of the FJ Group in connection with the Port of Portland Industrial Development Revenue Bonds; and (vii) all other Liabilities described on Schedule 2.3(a)(vii). (b) The following Liabilities and obligations (the "Excluded Liabilities") shall be excluded from the Assumed Liabilities: (i) Liabilities for federal, state and local income and franchise taxes and any Taxes arising as a result of Seller’s operation other taxes incurred by any Persons within the FJ Group in the conduct of the Business or ownership of with respect to the Assets occurring on or prior to the Acquisition Datebefore Closing, except as is otherwise provided in this Agreement; (ii) all Liabilities or obligations to the extent relating to the acquisition, ownership or use of any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and Excluded Assets; (iii) any deferred Taxes of any nature; (d) Any Liability all Liabilities or obligations arising out of under Environmental Laws in connection with facts, events, conditions, actions or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring omissions existing on or occurring prior to Closing at locations other than the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this AgreementTransferred Sites; and (miv) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateany Liabilities listed on Schedule 2.3(b)(iv).

Assumed Liabilities; Excluded Liabilities. (a) Except for the liabilities of Seller relating to the Business extent set forth on Schedule 3 (the “Assumed Liabilities”in Section 2.3(b), which Purchaser agrees to Buyer shall assume, Purchaser does not assumeat the Closing, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for all Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior any Member of the RP Group to the extent such Liabilities relate to, on are used in or after arise from the date hereof Business or the Assets and do not constitute Excluded Liabilities (collectively, the “Excluded Liabilities”"ASSUMED LIABILITIES"). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the followingincluding, without limitation: (a1) Any Liability of Seller arising out of or relating to products of Seller to all accounts and trade payables and the extent sold on or prior to the Acquisition Date Deferred Subscription Obligations, except as set forth on Schedule 6(t)Excluded Liabilities; (b2) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out all Liabilities for payment and performance of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation Member of the Business or ownership of RP Group under the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale Contracts constituting part of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e2.1(l)(1), (2), (5) or (6) arising after the Closing; and (3) all Liabilities with respect to the Employee Plans, Employment Agreements and the current and former Business Employees in their capacity as employees of the RP Group except (A) Liabilities to the current and former Business Employees arising under the Equity Plan Agreements and (iiiB) Liabilities with respect to a current or former Business Employee that would otherwise be treated as an Excluded Liability pursuant to Section 2.3(b). (b) The following Liabilities (the "EXCLUDED LIABILITIES") shall be excluded from the Assumed Liabilities and the Members of the RP Group shall remain bound by and liable for the following Liabilities: (1) any deferred Taxes of any natureLiability for Excluded Taxes; (d2) Any Liability all Liabilities to the extent relating to, used in or arising from any of the Excluded Assets; (3) all Liabilities to the extent arising out of or relating in connection with the Excluded Contracts; (4) all Liabilities to obligations the extent arising out of or in connection with the current portion of Long-Term Debt, the Long-Term Debt, the Working Capital Line, RP's interest rate collar agreement and any other Indebtedness for Money Borrowed; (5) any payables and other Liabilities payable or owed to Members a Member of the RP Group, the RP Equityholders or Seller’s credit facilities their respective Affiliates, including Liabilities with respect to Affiliate Matters, in each case, other than any payables or any security interest related thereto except Liabilities with respect to the Employee Plans, Employment Agreements and the current or former Business Employees in their capacity as set forth on Schedule 3(demployees of the RP Group, but including (A) Liabilities to the current or former Business Employees arising under the Equity Plan Agreements and (B) Liabilities with respect to a current or former Business Employee that would otherwise be treated as an Excluded Liability pursuant to another clause of this Section 2.3(b); (e6) all out-of-pocket costs and expenses and other Liabilities incurred by any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation Member of the Business RP Group or Seller’s leasing the RP Equityholders in connection with the negotiation, execution or operation performance of real property occurring on or prior to this Agreement and the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreementtransactions contemplated hereby; and (m7) Any Liability all Liabilities of Seller based upon Seller’s acts any Member of the RP Group to the Extent such Liabilities do not relate to, are not used in or omissions occurring after do not arise from the Acquisition DateBusiness or the Assets.

Assumed Liabilities; Excluded Liabilities. Except for Buyer hereby agrees, on the terms and conditions contained herein, to assume the following liabilities and obligations of Seller and Parent relating solely to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the followingClosing Date: (a) Any Liability All liabilities with respect to any purchase orders with suppliers of Seller arising out of or the Business relating to products of and services to be provided to Parent or Seller to after the extent sold on or prior to the Acquisition Closing Date except as set forth listed on Schedule 6(t2.1(a) (the "Accounts Payable"); (b) Any Liability of Seller All liabilities with respect to post-Closing obligations arising under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to Contracts (the Acquisition Date"Contracts Liabilities"); (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes All liabilities with respect to post-Closing obligations arising as a result of Seller’s operation of under the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any natureReal Property Leases; (d) Any Liability All liabilities with respect to post-Closing obligations arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d);under the Personal Property Leases; and (e) any Liability resulting from All liabilities with respect to post-Closing obligations arising under the failure employment agreements and consulting agreements listed on Schedule 2.1(e), which employment agreements and consulting agreements shall be assigned to comply with any Environmental Law and assumed by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending Buyer as of the Acquisition Closing Date; . All of the liabilities being assumed by the Buyer pursuant to subsections (ja) Any through (e) of this Section 2.1 are hereinafter referred to as the "Assumed Liabilities." Notwithstanding the foregoing, the Buyer is not assuming any liability for any Excluded Liability (as hereinafter defined) and it is understood and agreed that, as between Buyer and Seller, Seller shall remain solely responsible for the payment, discharge and satisfaction of Seller all Excluded Liabilities. As used herein, "Excluded Liabilities" means all liabilities of the Parent, the Seller, and the Business of any kind, liquidated or contingent, asserted or unasserted, known or unknown, whether presently existing or arising out hereafter, other than the Assumed Liabilities. Without limiting the foregoing, Excluded Liabilities shall expressly include all liabilities of the Parent, the Seller, and the Business presently existing or resulting from Seller’s compliance or noncompliance arising hereafter in connection with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateEmployee Benefit Plans.

Assumed Liabilities; Excluded Liabilities. Except for (a) Effective as of the close of business on the Closing Date, Buyer shall assume the following liabilities and obligations of Seller relating to Sellers existing as of such time and arising from the operation of the Business prior to or on the Closing Date (“Assumed Liabilities”): (i) All ordinary course post-petition current liabilities for trade, employee, insurance, sales tax, gift certificates, real and personal property taxes and accrued ordinary course post-petition current liabilities for general business expenses of the type normally included in the line items titled “Accruals - Auto Reverse”, “Accrued Utilities”, “Legal Accrued Expenses”, “Accounting and Audit Accrued Expenses”, “Relocation Accrued Expenses”, “MIT Accrued Expenses”, “Recruiting Accrued Expenses”, “Business Tax Payable”, “Percentage Rent Payable”, “Gift Certificates Payable”, and “Income Taxes Payable - State” on Sellers’ general ledger, including written but unpaid checks therefor, in each case in the amount set forth on Schedule 3 1.2 hereto (which Schedule 1.2 will be updated by Sellers as of the Closing) (provided that each time the Sellers issue a check, the amount of the check is deposited into the applicable Restricted Account), provided, that such assumed liabilities and accruals shall not include any amounts for legal, accounting, financial advisory or other expenses of Sellers in connection with the Chapter 11 Cases; (ii) All liabilities, responsibilities and obligations under Assigned Contracts (including any obligations to post letters of credit in lieu of security deposits) and Sellers’ insurance policies, but excluding any obligation to return any funds to Xxxxxx Insurance Companies; (iii) All Severance Obligations and other liabilities to be assumed by Buyer pursuant to Section 7.3; (iv) All Taxes arising from and after the Closing Date and otherwise assumed by Buyer pursuant to Section 2.3 hereof; (v) All liabilities, responsibilities, obligations, costs and expenses with respect to claims arising in any way with respect to or as a result of the operation of the Business or the ownership of the Assets on or after the Closing Date, including, without limitation, any claim, action, suit, litigation, arbitration or other proceeding or governmental investigation arising out of or attributable to the operation of the Business or the ownership of the Assets on or after the Closing Date; and (vi) All liabilities, responsibilities and obligations under the GECC Mortgage. For the avoidance of doubt, none of the liabilities or obligations of Parent are being assumed by Buyer or Sellers or being paid in any manner whatsoever hereunder. (b) If any asset is by its terms or by applicable Law non-assignable or non-transferable, Sellers shall use their commercially reasonable efforts to obtain, or cause to be obtained, on or prior to the Closing, any approvals or consents necessary to convey to Buyer the benefits thereof. Buyer shall cooperate with Sellers in such manner as may be reasonably requested in connection therewith. In the event any consent or approval to an assignment contemplated hereby is not obtained on or prior to the Closing Date, such asset will not be an “Asset” for purposes of this Agreement until such consent is obtained, and Sellers shall continue to use commercially reasonable efforts to obtain any such approval or consent after the Closing Date, and Sellers agree to enter into any appropriate and economically feasible arrangement to provide that Buyer shall receive Sellers’ interest in the benefits under any such Asset, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. This Section 2.2(b) does not apply to Liquor Licenses which are non-assignable or non-transferable, which are the subject of Section 3.4. (c) If any liabilities of the type described in Section 2.2(a) above cannot be assumed and discharged by Buyer as a result of any legal or practical impediment (e.g., Buyer cannot assume and properly pay Sellers’ final payroll in accordance with applicable legal requirements or Sellers’ outstanding checks), Buyer shall promptly pay the amount of such liability to Sellers and Sellers shall retain and satisfy such non-transferable liabilities. Payment made by Buyer pursuant to this Section 2.2(c) shall be made by wire transfer of immediately available funds to an account designated in writing by Sellers. (d) Except for the Assumed Liabilities”), which Purchaser agrees Buyer shall not be subject to assumeand shall not be liable for, Purchaser does not assume, agree to perform any liabilities or discharge, indemnify Seller against, obligations of any kind or otherwise have any responsibility for Liabilities of Sellernature, whether fixed or absolute, contingent, accrued, known or unknown, matured or unmaturedof Sellers, liquidated or unliquidatedincluding without limitation, secured or unsecured, and whether arising prior to, on or after the date hereof following (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:): (ai) Any Liability of Seller Except as provided in Section 2.2(a)(i), any liability, obligation or related expense arising out of of, pursuant to or relating to products of Seller to the extent sold in connection with any claim, action, suit, litigation, arbitration or other proceeding or governmental investigation involving Sellers or any directors, officers, employees, agents or representatives thereof, or any services provided on or prior to the Acquisition Date Closing, regardless of whether any such claim, action, suit, litigation, arbitration, proceeding or investigation is made, brought or commenced prior to or after the Closing; (ii) Any obligation or liability of Sellers for Taxes, except as to the extent set forth on Schedule 6(tin Sections 2.2(a)(i) and (iv); (biii) Any Liability legal, accounting, financial advisor or other expenses of Seller under any Contract that arises after Sellers in connection with the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any MemberChapter 11 Cases, including (i) any Taxes arising as a result of Seller’s operation the negotiation and consummation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received transactions contemplated hereunder; (iiv) Any Liability of Seller based upon the operations of the Business by Seller on or prior obligations with respect to the Acquisition Date arising out Company Letters of any Proceeding Credit which are replaced pursuant to which Seller is a party pending as of the Acquisition DateSection 2.7; (jv) Any Liability obligation or liability of Seller arising out of Sellers to their respective shareholders or resulting from Seller’s compliance Affiliates, including, without limitation, any liability or noncompliance with any Applicable Lawobligation to Parent or X.X. Childs; (kvi) Any Liability of Seller obligation or liability arising out of from or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authorityrelated to the KERP other than pursuant to the Severance Obligations; (lvii) Except for the GECC Mortgage, any pre-petition liabilities; (viii) Any Liability of Seller under this AgreementNon-Assumed Contracts; and (mix) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateobligation to return any funds to Xxxxxx Insurance Companies.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities: (i) Buyer shall not be the successor to assumeany Seller or any Affiliates of any Seller, Purchaser and (ii) Buyer expressly does not assume, agree and shall not become liable to pay, perform or discharge, indemnify any Liability whatsoever of any Seller againstor any Affiliates of any Seller, to the extent arising out of or otherwise have relating in any responsibility for way to the Purchased Assets. All such Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, are referred to herein as the “Excluded Liabilities”). Without limiting the generality limitation of the preceding sentenceforegoing, the Excluded Liabilities shall include the followingfollowing Liabilities: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes Liabilities to the extent relating to or arising as a result of Seller’s operation out of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, Excluded Assets; (ii) any Liabilities of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (excluding, for the avoidance of doubt, any Taxes imposed with respect to any Post-Closing Tax Period that will arise as a result relate to the ownership or operation of the sale of Purchased Assets; provided, that the Assets pursuant to this Agreement except as otherwise expressly provided Transfer Taxes and the Apportioned Obligations shall be paid in the manner set forth in Section 8(e), and 5.2; (iii) any deferred Taxes Liabilities of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities Seller or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out Affiliates of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement, the Related Documents or in connection with the Contemplated Transactions; and (miv) Any Liability of Seller based upon Seller’s acts or omissions occurring after all Liabilities under Excluded Contracts (other than the Acquisition Date.Deerfield Obligation);

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities of Seller relating terms and subject to the Business conditions set forth on Schedule 3 in this Agreement, including Section 9.2, at the Closing, Purchaser shall assume from Seller and thereafter pay, perform or otherwise discharge in accordance with their terms the following liabilities or obligations of Seller, but excluding the Excluded Liabilities (collectively, the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:): (a) Any Liability of Seller arising out of or all obligations for accounts payable relating to products the Business, which are included in the calculation of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t)Working Capital; (b) Any Liability all obligations for customer deposits or credit balances due to customers, with respect to customers of Seller under any Contract that arises after the Acquisition DateBusiness, but that arises out if included in the calculation of any breach thereof by Seller that occurred on or prior to the Acquisition DateWorking Capital; (c) Any Liability for Taxes all obligations and liabilities resulting from the ownership, use, operation or maintenance of the Acquired Assets by Purchaser after Closing or the operation of the Business by Purchaser after the Closing; (d) all liabilities and obligations of Seller (not attributable to any violation, breach or failure to perform on the part of Seller occurring prior to the Closing) under the Assumed Contracts; (e) all product warranty, product liability or similar claims arising out of the purchase, sale, use or marketing of any Memberproducts or services of the Business, including whether before or after the Closing; (f) all liabilities and obligations associated with returns of products or claims for refund in respect of services (“Returns”) that are purchased, sold or provided whether before or after the Closing; (g) any royalties, commissions or similar payments payable to Third Parties with respect to any products of the Business that are sold after the Closing; (h) all liabilities and obligations relating to Purchaser Hired Employees arising after the Closing or resulting from any actions by the Purchaser; (i) all liabilities and obligations of Seller with respect to Permits after the Closing (and not attributable to any Taxes arising as a result violation, breach or failure to perform by the Seller occurring prior to the Closing) to the extent such Permits are Acquired Assets; (j) all obligations imposed on Purchaser by Section 6.5; (k) all liabilities and obligations of Seller’s the Seller with respect to commitments for capital expenditures permitted under Section 6.1 or consented to by Purchaser pursuant to Section 6.1; and (l) all other liabilities related to the operation of the Business or ownership of the Acquired Assets after Closing (and not attributable to any violation, breach or failure to perform by the Seller occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to Closing). Anything in this Agreement except as otherwise expressly provided in Section 8(eto the contrary notwithstanding, Seller shall retain and be responsible for any and all liabilities and obligations of Seller and the Business other than the Assumed Liabilities (the “Excluded Liabilities”), and Purchaser shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller or of the Business, except the Assumed Liabilities. Without limiting the generality of the foregoing, Seller shall retain and be responsible for, and Purchaser shall not assume, or in any way be liable or responsible for, the following Excluded Liabilities: (iiiI) any deferred Taxes all obligations and liabilities resulting from the ownership, use, operation or maintenance of any naturethe Retained Assets; (II) all obligations and liabilities relating to the Encumbrances contemplated by clause (d) Any Liability arising out of or relating the definition of the term “Permitted Encumbrances” in ARTICLE I, subject to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d)the proviso in said clause; (eIII) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability all obligations and liabilities of Seller arising out of or relating to any employee in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, whether or independent contractor grievancenot such transactions are consummated, including those under any employmentTax liability so arising; (IV) except for obligations imposed on Purchaser in Section 6.5, severanceall obligations and liabilities of Seller with respect to employment or consulting agreements, retention pension, profit sharing, welfare and other Benefit Plans, or termination agreement amounts owing for commissions or compensation, termination, severance or other payments to the present or former employees, officers, directors, managers, partners, stockholders or members of Seller, including any of the contribution history or existing withdrawal liabilities associated with any multi-employer pension plan and any withdrawal liability resulting from the sale of the Acquired Assets under Subtitle E, Part 1 of ERISA; provided, however, that nothing contained in this Section 2.3(IV) shall be interpreted or construed to result in liability for NAP or any Seller for any obligations or liabilities relating to Purchaser Hired Employees arising out of facts occurring after the Closing or resulting from any actions by the Purchaser. (V) except for obligations imposed on or prior Purchaser in Section 6.5, all obligations and liabilities with respect to the Acquisition present (as of the Closing Date) or former employees, officers, directors, managers, partners, stockholders or members of Seller, including claims under any Laws, including worker’s compensation claims, ERISA claims, COBRA claims, age claims, civil rights claims, claims under the Fair Labor Standards Act, claims under the Labor Management Relations Act, employment discrimination claims of all types, sexual harassment claims, pension fund liability (whether for current or unfunded accrued liabilities), Americans With Disabilities Act claims and Occupational Safety and Health Act claims, and any obligations or liabilities with respect to the consultants of Seller; provided, however, that nothing contained in this Section 2.3(V) shall be interpreted or construed to result in liability for NAP or any Seller for any obligations or liabilities relating to Purchaser Hired Employees arising after the Closing or resulting from any actions by the Purchaser; (hVI) Any Liability to distribute all obligations and liabilities of Seller arising under any Assumed Contract of the Business that is attributable to any violation, breach or failure to perform by Seller occurring prior to Closing, and any liability or obligation of Seller’s members any part of the consideration received hereunderSeller arising under any Excluded Contract; (iVII) Any Liability except as provided in Section 6.7(b) and as specifically provided in this Agreement, all obligations and liabilities of Seller based upon the operations Seller, or any consolidated group of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as member, for any Taxes with respect to (A) any Seller’s ownership, operation or use of the Acquisition DateAcquired Assets prior to Closing or the Retained Assets and (B) the transactions contemplated by this Agreement; (jVIII) Any Liability all obligations and liabilities with respect to (i) claims, actions or causes of Seller arising action, including those involving toxic torts and those seeking reimbursement of Corrective Action costs, which arise out of or resulting from any Seller’s compliance use, generation, Release, handling, treatment, storage, disposal or noncompliance transportation or arranging therefor, of any Hazardous Substance prior to the Closing Date, (ii) Seller, by Contract or otherwise, prior to the Closing, arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment of any Applicable Law; Hazardous Substance at any facility owned or operated by another Person, (kiii) Any Liability prior to the Closing, any Seller accepting any Hazardous Substance for transport to disposal or treatment facilities or other sites, (iv) prior to the Closing, any Release or threatened Release of Seller arising out Hazardous Substances upon, about, into or from the Owned Real Property or Leased Real Property or, prior to the Closing, any Hazardous Substances or products or materials containing Hazardous Substances located upon, delivered to or in transit to or from the Owned Real Property, or Leased Real Property, or (v) any violation, actual or alleged, of or resulting from Seller’s compliance any other liability under or noncompliance in connection with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this AgreementEnvironmental Law which occurred prior to Closing; and (mIX) Any Liability of Seller based upon Seller’s acts or omissions occurring after all obligations and liabilities with respect to the Acquisition Datematters set forth on Schedule 4.10.

Assumed Liabilities; Excluded Liabilities. Except (a) As of the Closing, OCA agrees to assume the future payment and performance of the following liabilities of the Sellers (such liabilities described in subparagraphs (i), (ii) and (iii), collectively, the "Assumed Liabilities"): (i) under the Service Agreements, the Leases and the Contracts (other than liabilities or obligations arising prior to the Closing or with respect to any breach, malfeasance or other action or non-action by any of the Sellers or their subsidiaries), subject to adjustment as described in Section 2.7; and (ii) those other liabilities expressly listed and identified on Schedule 2.5 (the "Assumed Payables"), subject to adjustment pursuant to Section 2.7, and (iii) all payments ("Cure Costs"), including Office Lease Cure Costs, necessary to cure (pursuant to Section 365 of the Bankruptcy Code) defaults existing as of the Closing under any Service Agreements, Leases and Contracts that are included in the Assets as of the Closing, following the adjustments described in Section 2.7(a), and that are assumed by and assigned to OCA (provided, however, that OCA may elect as of the Closing not to assume any of such Leases and Contracts and in such event OCA shall not be responsible for paying Cure Costs or Office Lease Cure Costs for any such Lease or Contract that is not assumed by and assigned to OCA at the Closing). (b) The assignment to and assumption by OCA of the Assumed Liabilities shall be made by the execution and delivery at the Closing of one or more assignments and undertakings substantially in the form of Exhibit 2.5 (the "Assignment and Undertaking") and such other recordable instruments of assignment as OCA shall request. On the Business Day immediately preceding the Closing Date, OCA and Apple shall jointly prepare and provide to each other a written schedule which sets forth their then good faith estimate of the liabilities and obligations that comprise the Assumed Liabilities as of Seller relating the Closing, determined by estimating in a reasonable manner the Assumed Liabilities to be excluded pursuant to the Business set forth on Schedule 3 (adjustments described in Section 2.7(a) and applying the “Assumed Liabilities”corresponding reductions as agreed upon in writing by OCA and the Sellers pursuant to Section 2.7(a), which Purchaser agrees and by determining any changes in the Assumed Liabilities that are not related to assumethe adjustments described in Section 2.7(a) in a reasonable and good faith manner. (c) Except as expressly provided to the contrary in Section 2.5(a), Purchaser does OCA shall not assume, agree and shall not be deemed to perform have assumed, and none of the Assets shall be or dischargebecome liable for or subject to, indemnify Seller againstany liability, contract, tax, suit, claim, note payable, account payable, commitment or otherwise have obligation of any responsibility for Liabilities of Sellerthe Sellers or any of their subsidiaries, of any nature whatsoever, whether fixed or contingent, known or unknown, matured disclosed or unmaturedundisclosed, liquidated recorded or unliquidated, secured or unsecured, unrecorded and whether arising prior torelating to the Assets, on the Acquired Business or after the date hereof any other matter, facts or circumstances (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Dateincluding, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including without limitation: (i) any Taxes claims arising as a result from the act of Seller’s operation any of the Business Sellers' assignment or ownership OCA's assumption of the Assumed Liabilities; (ii) rights or remedies claimed by third parties under any of the Assumed Liabilities which broaden the rights and remedies such third parties would have had against any of the Sellers if the sale and purchase of the Assets occurring on were not to occur; (iii) indebtedness and other obligations or guarantees of any of the Sellers, including, without limitation, current liabilities of any of the Sellers and short-term and long-term indebtedness; (iv) liabilities or obligations of any of the Sellers in respect of periods prior to and including Closing arising under the Acquisition Dateterms of any third party payor programs, (ii) and any Taxes that will arise liability arising pursuant to any third party payor program as a result of the sale consummation of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e)transactions contemplated herein, and (iii) any deferred Taxes including, without limitation, recapture of any naturepreviously reimbursed expenses; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Closing, to assume the following liabilities (the "Assumed Liabilities"): (i) all liabilities of Seller relating arising in connection with the Berlin Assets referred to in Article 1.01(a) to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller extent arising out of the conduct of the business of the Berlin Division after the Closing Date or otherwise specifically assumed by Buyer in this Agreement; (ii) all liabilities and obligations arising in respect of earned and or/accrued vacation pay (and all related payroll and other taxes and assessments) of the employees employed by the Berlin Division and Rain Xxxx Division and hired by Buyer as of the Closing ("Assumed Vacation Pay") which shall be scheduled as of the Closing Date and attached hereto as Schedule 1.04(a)(11), identifying each employee, date of hire, earned and/or accrued vacation; (iii) all liabilities and obligations arising in respect of the Berlin Division's stated trade payables as of the Date of Closing to those vendors identified on Schedule 4. 01 (y)(A) (hereinafter collectively referred to as "Major Vendors") provided that, with respect to each Major Vendor so identified on Schedule 4.01(y)(A), Buyer delivers to Seller at Closing an Assumption and Release Agreement in the form of Exhibit A annexed hereto executed by Buyer acknowledging its assumption of the payable with respect to the Berlin Division and each such Major Vendor releasing the Seller from the obligation (the "Assumed Trade Payables"); any liabilities and obligations arising in respect of Major Vendors as of the Date of Closing for which Buyer does not deliver to Seller at Closing an Assumption and Release Agreement and all other vendors not identified on Schedule 4.01(y)(A), shall remain the liability and obligation of Seller and shall not be assumed by the Buyer (the "Non-Assumed Trade Payables"); and Seller's internal trade payables and product transfers relating to products any product manufactured by Seller's other divisions (e.g. window manufacturing) for resale by the Berlin Division for the period beginning forty-five (45) days prior to Closing, all of which shall be identified by Seller on Schedule 1.04(a)(111) to be annexed hereto at Closing ("VAP Trade Payables"). The VAP Trade Payables shall be due from Buyer in accordance with Seller's ordinary terms, i.e., payment due on the tenth (10th) day of each month, for invoices dated prior to the 26th of the previous month; date of invoice; (iv) all liabilities arising in connection with the Rain Xxxx Assets. the Xxxxxxxx Assets and Additional Assets referred to in Articles 1.01(b), (c) and (d) to the extent sold on such liabilities result from Buyer's operation of the Berlin Division or prior Buyer's manufacture of Rain Xxxx products or fabrication of Xxxxxxxx and Windsor Windows after the Closing Date or otherwise specifically assumed by Buyer in this Agreement; (v) all liabilities and obligations for all stated customer deposits with respect to the Acquisition Date except as set forth on Schedule 6(tany Accounts Receivable or pending contracts for customer orders ("Customer Deposits"); (bvi) Any Liability all liabilities and obligations for Seller's current bonus program with its salesmen pursuant to which each salesman is entitled to a bonus equal to two percent (2%) of Seller under any Contract that arises after the Acquisition salesman's gross sales from March 1, 1997 to the Closing Date, but less draw paid to that arises out of any breach thereof by Seller that occurred on or prior date (the "Salesmen Bonuses"), subject to Buyer receiving a credit against the Acquisition Date; Purchase Price in an amount equal to fifty percent (c50%) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending Salesmen Bonuses earned as of the Acquisition DateClosing Date or, in the event the Closing occurs after May 27, 1997, in an amount (when aggregated with the Salesmen Bonuses earned by VBP salesmen) equal to the lesser of fifty percent (50%) of the Salesmen Bonuses earned as of the Closing Date or Forty Thousand Dollars ($40,000.00) (the Salesman Bonus Credit") allocated by Seller as between Seller and VBP; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for (a) Effective as of the close of business on the Closing Date, the Buyer shall assume the following liabilities and obligations of Seller relating to the Sellers existing as of such time and arising from the operation of the Business set forth prior to or on Schedule 3 the Closing Date (collectively, the “Assumed Liabilities”): (i) All (A) Workers Compensation Liabilities, (B) Trade Payables, and (C) accrued and unpaid wages, salaries, and vacation pay under the accounts as set forth on Exhibit E related to the employees of Sellers and the PCA Subsidiaries that are hired by Buyer, in each case, only to the extent properly accrued as a current liability on the Adjustment Statement; (ii) All liabilities and obligations under Assumed Agreements and the Real Property Leases and the Subleases (to the extent that such leases or subleases are Assumed Agreements) arising after the Closing Date, including any Cure Costs; (iii) All Non-Ordinary Course Liabilities to the extent the Purchase Price has been reduced by such liabilities and as set forth on the Adjustment Statement; (iv) Liabilities arising from the letters of credit in respect of all Workers Compensation Liabilities and NOVA Information Systems, Inc. which are being replaced and or backstopped by Buyer pursuant to Section 3.3(f); and (v) The 2006 current tax liability of Sellers, which Purchaser agrees currently estimated to assumebe $417,000, Purchaser does for Canada and Provincial income taxes. (b) If any Asset is by its terms or by Applicable Law non-assignable or non-transferable, the Sellers shall use their commercially reasonable efforts to obtain, or cause to be obtained, on or prior to the Closing, any approvals or consents necessary to convey to the Buyer the benefit thereof. The Buyer shall cooperate with the Sellers in such manner as may be reasonably requested in connection therewith. In the event any consent or approval to an assignment contemplated hereby is not assumeobtained on or prior to the Closing Date, the Sellers shall continue to use commercially reasonable efforts to obtain any such approval or consent after the Closing Date and the Sellers agree to perform enter into any appropriate and commercially reasonable arrangement to provide that the Buyer shall receive the Sellers’ interest in the benefits under any such Asset, provided that the Buyer shall undertake to pay or dischargesatisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Buyer would have been responsible therefore if such consent or approval had been obtained. (c) Except for the Assumed Liabilities, indemnify Seller againstthe Buyer shall not be subject to and shall not assume and shall not be liable for, any liabilities or otherwise have obligations of any responsibility for Liabilities of Sellerkind or nature, whether fixed or absolute, contingent, accrued, known or unknown, matured of the Sellers or unmaturedrelated to the Business, liquidated or unliquidatedincluding without limitation, secured or unsecured, and whether arising prior to, on or after the date hereof following (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:): (ai) Any Liability of Seller liability, obligation or related expense arising out of of, pursuant to or relating to products of Seller to in connection with any claim, action, suit, litigation, arbitration or other proceeding or governmental investigation involving the extent sold Sellers or any directors, officers, employees, agents or representatives thereof, or any services provided on or prior to the Acquisition Date except as set forth on Schedule 6(tClosing, regardless of whether any such claim, action, suit, litigation, arbitration, proceeding or investigation is made, brought or commenced prior to or after the Closing; (ii) Any obligation or liability of the Sellers for Taxes other than taxes payable pursuant to Section 2.3 below; (iii) Any legal, accounting, financial advisor or other expenses of the Sellers in connection with the Cases, including the negotiation and consummation of the transactions contemplated hereunder; (iv) Any obligation or liability in respect of Outstanding Indebtedness, other than pursuant to Section 2.2(a)(iv); (bv) Any Liability of Seller obligation or liability under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition DateExcluded Contracts; (cvi) Any Liability for Taxes of Seller obligation or any Member, including (i) any Taxes arising as a result of Seller’s operation liability of the Business Sellers to their respective shareholders or ownership Affiliates of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this AgreementSellers; and (mvii) Any Liability of Seller based upon Seller’s acts Other than the Severance Payments and Other Benefits, any obligation or omissions occurring after liability arising from or related to any employment program approved by the Acquisition DateBankruptcy Court.

Assumed Liabilities; Excluded Liabilities. Except for (a) The Buyer agrees to assume from the liabilities Sellers (i) those Liabilities, obligations and commitments incurred, accruing or to be performed after the Effective Time which arise under leases, contracts or agreements specifically assumed by Buyer pursuant to Section 2.01 hereof and which relate to Buyer’s operation or conduct of Seller relating to the Business after the Effective Time, (ii) the accounts payable arising from the conduct of the Business that are less than sixty (60) days past their invoice date (the “Accounts Payable”), (iii) those accrued expenses arising from the conduct of the Business that are specifically identified on Schedule 2.03(a)(iii) (the “Accrued Expenses”), and (iv) obligations and commitments to perform the Customer Contracts comprising deferred revenue arising from the conduct of the Business specifically set forth on Schedule 3 2.03(a)(iv) (the “Deferred Revenue”) (the items in (i) through (iv) hereof collectively being referred to as the “Assumed Liabilities”). (b) Except for the Assumed Liabilities, which Purchaser agrees the Buyer shall not assume any Liabilities, obligations, contracts and/or commitments of the Sellers of any nature whatsoever, and nothing contained or described in this Agreement shall obligate the Buyer to assumeassume any other Liabilities, Purchaser does obligations, contracts or commitments of the Sellers, it being agreed that the Buyer shall not assumeassume nor in any manner be liable for any, agree and the Sellers shall remain liable for and discharge all, debts, Liabilities and obligations of the Sellers incurred or arising prior to perform or discharge, indemnify Seller againstas of the Effective Time, or otherwise have any responsibility for Liabilities of Seller, whether fixed incurred or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Effective Time in connection with or relating to the Business prior to the Effective Time, (collectively, the “Excluded Liabilities” or individually, an “Excluded Liability”). Without limiting the generality foregoing, the Parties agree that the Sellers shall be solely responsible and liable for, among other things (and are included as Excluded Liabilities): (i) any Liability arising out of, related to or otherwise associated with the conduct or operation of the preceding sentenceBusiness by the Sellers prior to the Effective Time, including any event, condition, occurrence and/or injury or claim incurred by any employee, contractor or vendor prior to the Excluded Liabilities include the following:Effective Time; (aii) Any any Liability of Seller arising out of, related to or otherwise associated with the Sellers’ violation of or relating noncompliance with any applicable law; (iii) any Liability arising out of, related to products or otherwise associated with any Proceeding involving the Sellers, including, without limitation, any Proceeding identified on Schedule 3.10 or any other claim or litigation involving the Sellers that is pending as of Seller the Effective Time with respect to the extent sold Business or that arises out of the conduct of the Business by the Sellers prior to the Effective Time; (iv) any Liability related to the employment practices of the Sellers on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Effective Time or any individual’s employment or consulting or independent contractor arrangement by or with any Seller or the termination of such employment or consulting or independent contractor arrangement by a Seller, any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior WARN Act related to the Acquisition Date; (c) Any Liability for Taxes termination of Seller Business Employees or Contractors by any Seller, or any Member, including (i) any Taxes Liability arising as a result of Seller’s operation of at or following the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise Effective Time as a result of the sale of the Assets pursuant Buyer’s decision not to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) hire any deferred Taxes of any natureBusiness Employee or Contractor; (dv) Any any Liability arising out of of, related to or relating to obligations owed to Members otherwise associated with any Employee Benefit Plan maintained or Seller’s credit facilities sponsored by a Seller or any security interest related thereto except as set forth on Schedule 3(d)ERISA Affiliate or to which any Seller or ERISA Affiliate is required to contribute; (evi) any Liability resulting from the failure arising out of, related to comply or otherwise associated with any Environmental Law by employment, consulting, commission, severance, retention, change of control or termination agreement or any other employment, consulting or independent contractor arrangement (including without limitation any Liability for accrued wages and vacation) between a Seller or any ERISA Affiliate and any employee, consultant or independent contractor of a Seller or any ERISA Affiliate; (vii) any Liability of any Seller or ERISA Affiliate under the Patient Protection and Affordable Care Act; (viii) any Liability related to a Seller’s violation of any confidentiality or privacy obligations to any Customer, whether arising out of contract, statute, regulation or otherwise; (ix) any Liabilities arising out of, related to or otherwise associated with any Excluded Asset, whether incurred prior to, as of or after the Effective Time; (x) any Liability with respect to the arrangement for or the presence, release, threatened release, transportation, treatment, storage, handling or disposal of any Hazardous Materials at, from, to, in, on or under the Grand Forks Facility or any other of the Sellers’ facilities; any violation of Environmental Law or Environmental Permits; or the presence of or release from any underground storage tanks (active, inactive, removed or abandoned), equipment or articles containing any concentration of polychlorinated biphenyl (PCB), or asbestos containing materials, related in any case to the Business, the Purchased Assets, the Grand Forks Facility or any other of the Sellers’ facilities that, with respect to any of the foregoing, existed prior to, on or as of the Effective Time or arising after the Effective Time, except in each case to the extent caused after the Effective Time by the Buyer’s acts (including acts of Buyer’s employees, contractors or agents) or the Buyer’s failure to act when the Buyer had a duty to so act; (xi) any Liability arising out of, related to or otherwise associated with any infringement or claim of infringement with respect to any Owned Intellectual Property, arising prior to the Effective Time; and (xii) any Liability for Taxes incurred or arising prior to or as of the Effective Time or incurred or accrued after the Effective Time but arising in connection with or relating to the operation of the Business or Seller’s leasing or operation the ownership of real property occurring on or the Purchased Assets prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateEffective Time.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates, the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities, Buyer shall not be the successor to assumeSeller or any of its Affiliates, Purchaser and Buyer expressly does not assumeassume and shall not become liable to pay, agree to perform or discharge, indemnify any Liability whatsoever of Seller againstor any of its Affiliates, whether or not arising out of or otherwise have relating in any responsibility for way to the Purchased Assets, other than the Assumed Liabilities. All such Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, are referred to herein as the “Excluded Liabilities”). Seller shall, or shall cause its Affiliates to, pay, perform and discharge when due all of the Excluded Liabilities. Without limiting the generality limitation of the preceding sentenceforegoing, the Excluded Liabilities shall include the followingfollowing Liabilities: (ai) Any Liability any Liabilities relating to or arising out of the Excluded Assets; (ii) any Liabilities relating to or arising out of Accounts Payable (other than the Assumed Liabilities); (iii) any Excluded Taxes; (iv) any Liabilities to present or former members or shareholders of Seller or any of its Affiliates, in their capacity as such; (v) any Liabilities of Seller or any of its Affiliates under this Agreement, the Related Documents or in connection with the Contemplated Transactions; (vi) all Liabilities under any Contract that is not an Assumed Contract; (vii) any Liabilities (including all Actions relating to such Liabilities) of Seller or any of its Affiliates to any Person and claims from any Person relating to or arising out of circumstances existing on or prior to the Closing, including those relating to or arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property that resulted from the use, operation, ownership or misuse of the Purchased Assets or the operation of the business of Seller or any of its Affiliates, including the conduct of the Business, to the extent such conduct occurred on or prior to the Closing; (viii) any Liabilities (including all Actions relating to such Liabilities) from or relating to the Intellectual Property Rights of any Person on or prior to the Closing, including any Liability for any loss or infringement, dilution, misappropriation, other violation thereof or for violation of privacy, personal information or data protection rights; (ix) all Liabilities arising out of or relating to products (A) the employment of, or receipt of services from, any individual or (B) any Employee Benefit Plan; and (x) any other Liabilities arising out of the Purchased Assets or the operation of the business of Seller to the extent sold or any of its Affiliates on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under Closing, whether or not any Contract that arises such Liabilities are claimed or otherwise arise prior to or after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to Closing (other than the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(eAssumed Liabilities), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume and pay, defend, discharge and perform, as and when due the Liabilities of Seller relating to the Business set forth identified on Schedule 3 1.3 (collectively, the “Assumed Liabilities”), which Purchaser agrees to assume. Except for the Assumed Liabilities, Purchaser does will not assume, agree to perform or dischargeand Seller will pay, indemnify Seller againstdefend, or discharge and perform, as and when due, and otherwise have any responsibility for retain and remain solely responsible for, all Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Company Parties that are not included in the Assumed Liabilities (collectively, collectively the “Excluded Liabilities”), including: (a) any Indebtedness of Seller and the NFP, (b) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets first arising prior to the Closing, whether or not recorded on the books and records of any Person (excluding any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and which are reflected in the Net Working Capital), (d) any Liability arising under or in any way related to the Employee Benefit Plans arising prior to the Closing, (e) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller, successors or Affiliates, or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof during any Pre-Closing Tax Period, (f) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (g) any Transaction Expenses incurred by Seller, the Equityholders or the NFP. Without limiting the generality of the preceding sentenceforegoing, it is understood and agreed that unless a Liability is within the Excluded definition of Assumed Liabilities include the following: (a) Any Liability of Seller arising out of under this Section 1.3 or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date1.3, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to neither Purchaser nor any of Seller’s members its Affiliates will assume, nor will any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentthem be liable for, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datesuch Liability.

Assumed Liabilities; Excluded Liabilities. Except (a) As part of the consideration for the liabilities Purchased Assets, Buyer shall assume the following Liabilities of Seller relating to the Business set forth on Schedule 3 or the Purchased Assets except to the extent that such Liabilities are Excluded Liabilities (the Liabilities so assumed, collectively, the “Assumed Liabilities”): (i) such Liabilities to the extent that they (x) first arise or accrue after the Closing and relate to the period after the Closing and (y) do not arise as a result of any action, inaction, error, omission, breach or default by Seller or any of its Affiliates occurring prior to or as of the Closing; (ii) Seller’s ongoing obligations following the Closing to service existing Client Accounts; (iii) any Transfer Taxes that are the responsibility of Buyer under Section 6.4(a) (if any); (iv) any trade accounts payable and other Current Liabilities, which Purchaser agrees in each case, to assume, Purchaser does not assume, agree the extent included in Closing Working Capital (as finally determined in accordance with Section 1.6(b)(ii) herein); and (v) all executory obligations of Seller to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, be performed on or after the date hereof Closing Date under the Assigned Contracts. (b) Except as specifically identified by Section 1.3(a), Buyer shall assume no Liability of Seller other than the Assumed Liabilities, including any Indebtedness of Seller or the Business, any Outstanding Transaction Expenses and any Pre-Closing Taxes (each individually an “Excluded Liability” and collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the The Excluded Liabilities include shall remain the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement sole responsibility of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of and Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending shall pay, perform and discharge, as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentand when due, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateeach Excluded Liability.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities Closing, Purchaser shall assume and agree to perform and discharge only the following Liabilities of Seller to the extent not previously performed or discharged, and no others: (i) all Liabilities of Seller which first accrue and are to be performed from and after the Closing under the Assumed Contracts, the Personal Property Leases and the Real Property Leases, which relate to periods of time on or after the Closing Date, (ii) liabilities and obligations relating to and arising from Purchaser’s operation of the Business set forth on Schedule 3 Purchased Assets after the Closing Date, and (iii) Twenty-Seven Million Five Hundred Thousand U.S. Dollars ($27,500,000) of Seller’s indebtedness to TPC under the Prepetition TPC Loan Documents (items (i), (ii), and (iii) are collectively referred to herein as the “Assumed Liabilities”), which Purchaser agrees to assume. (b) Other than the Assumed Liabilities, Purchaser does shall not assumeassume or be bound by or be obligated or responsible for any duties, agree responsibilities, commitments, expenses, obligations or liabilities of Seller or relating to perform the Purchased Assets (or dischargewhich may be asserted against or imposed upon Purchaser as a successor or transferee of Seller as an acquirer of the Purchased Assets as a matter of law) of any kind or nature, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmaturedincluding, liquidated or unliquidatedwithout limitation, secured or unsecured, and whether arising prior to, on or after the date hereof following (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:): (ai) Any any Liability of Seller arising out in respect of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t)any Taxes; (bii) Any any Liability of Seller under any contract or lease that is not an Assumed Contract that arises after the Acquisition Date, but that arises out or Assumed Personal Property Lease; (iii) any Liability of any breach thereof by Seller that occurred on or which first accrued and was to be performed prior to the Acquisition Closing under the Assumed Contracts, the Personal Property Leases or the Real Property Leases or which otherwise relate to periods of time prior to the Closing Date; (civ) Any any Liability for Taxes of Seller or any Member, including (i) any Taxes relating to and arising as a result of from Seller’s operation of the Business or ownership of the Purchased Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any natureClosing; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (ev) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s its compliance or noncompliance with any Applicable Law; (kvi) Any any Liability of Seller arising out of or resulting from Seller’s compliance related to any Legal Proceeding against it or noncompliance with any judgment, order, writ, prohibition, injunction Legal Proceeding which could reasonably be expected to have an adverse effect on the Purchased Assets and which was or decree could have been asserted on or prior to the Closing Date or to the extent the basis of any Governmental Authoritywhich arose or accrued on or prior to the Closing Date; (lvii) Any any Liabilities of Seller arising under or in connection with any Employee Plans of, or maintained or required to be maintained by, Seller; (viii) any Liability of Seller under to pay any fees or commissions to any broker or finder in connection with the transactions contemplated by this Agreement; and (mix) Any any Liability of Seller based upon Seller’s acts that is not an Assumed Liability. (c) Purchaser may amend the Schedules setting forth the Purchased Assets and the Excluded Assets attached hereto at any time on or omissions occurring before five (5) business days prior to the Bid Deadline in order to exclude from the definition of Purchased Asset, and include in the definition of Excluded Asset, any other asset, lease or Contract not otherwise excluded from the definition of Purchased Asset; provided, that such exclusion shall not serve to reduce or otherwise affect the Cash Consideration. The Assumed Contracts, Personal Property Leases and Real Property Leases shall be assumed by Seller and assigned to Purchaser in accordance with the requirements of Section 365 of the Bankruptcy Code, and Seller shall be obligated to pay, on the Closing Date, all amounts needed to cure any defaults to the extent such defaults are required to be cured and such cure amounts are required to be paid as a condition to assumption and assignment of any such Assumed Contracts, Personal Property Leases and Real Property Leases (“Cure Costs”); provided that Seller shall not be obligated to pay Cure Costs in excess of $2,000,000 in the aggregate without the affirmative consent of the Seller and TPC, which, in each case, shall not be unreasonably withheld. (d) Purchaser acknowledges that the Sale Order will authorize the assumption and assignment of the Assumed Contracts without the requirement of any consent by the parties thereto. To the extent any Assumed Contract is not assumable and assignable by Seller to Purchaser under Section 365 of the Bankruptcy Code without the consent of the applicable counterparty thereto, Seller and Purchaser shall use their commercially reasonable efforts (which shall not require Seller to pay any amounts for such consent) prior to Closing to obtain all such required consents of third parties which are necessary for the consummation of the transactions contemplated hereby (without conditions that are materially adverse to Purchaser) (the “Required Consents”). All such Required Consents shall be in writing and executed counterparts thereof shall be delivered to Purchaser on or before the Closing Date. If a Required Consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Purchaser would not receive all such rights, Seller shall use its commercially reasonable efforts (which shall not require Seller to pay any amounts for such consent) after Closing to provide to Purchaser the Acquisition Datebenefits under any such Contract or any claim or right, including, without limitation, enforcement for the benefit of Purchaser of any and all rights of Seller against a third party thereto arising out of the default or cancellation by such third party or otherwise. Notwithstanding the foregoing, if Seller does not obtain a Required Consent, Purchaser shall not be required to assume (or deemed to have assumed) such Contract.

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the liabilities of Seller relating terms and subject to the Business set forth on Schedule 3 conditions of this Agreement, Purchaser shall assume, effective as of the Closing only the following Liabilities in respect of the Acquired ​ ​ Assets or the Operations, which shall exclude the Excluded Liabilities (all the foregoing assumed Liabilities, collectively, the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following:): (ai) Any Liability of Seller all Environmental Liabilities to the extent arising out of or relating to products of Seller (A) the Acquired Assets or the Operations, in either case to the extent sold on arising from activities after the Closing Date, or prior (B) the ownership, sale or lease of any of the Acquired Assets to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises extent arising after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Closing Date; (cii) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation Liabilities in respect of the Business or ownership payment of the Assets occurring on costs or prior to expenses taken into account in the Acquisition Date, (ii) any Taxes that will arise as a result final calculation of the sale amount of the Assets pursuant Reimbursed Purchaser Expenses and the satisfaction of obligations to this Agreement except as otherwise expressly provided in Section 8(e), and be satisfied after the Closing; (iii) any deferred Taxes of any nature; (d) Any Liability arising out of all Liabilities under or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller otherwise arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior Transferred Contracts, to the Acquisition extent arising from activities conducted or performed under the Transferred Contracts after the Closing Date, in each case other than any: (A) Excluded Contract Liabilities; or (B) termination of a Transferred Contract that constitutes a Non-Assignable Asset pursuant to Section 1.05 ; (fiv) Any Liability all Liabilities under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller otherwise arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior the Transferred Permits to the Acquisition extent arising after the Closing Date; (hv) Any Liability to distribute to all Liabilities in respect of any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on lawsuits, claims, actions or prior to the Acquisition Date proceedings arising out of or relating to (A) the Acquired Assets or the Operations, in each case, to the extent arising after the Closing Date, or (B) the ownership, sale or lease of any Proceeding to which Seller is a party pending as of the Acquisition Acquired Assets to the extent arising after the Closing Date; (jvi) Any Liability of Seller all obligations under or otherwise arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Lawrelating to the Lexington Lease, subject to the terms and conditions of the Lexington Lease Assignment; (kvii) Any Liability all Liabilities arising after Closing out of Seller or relating in any way to the employment or provision of service, compensation, employee benefits or termination of any (A) Transferred Employee or (B) any other service provider who performed services with respect to the Acquired Assets prior to the Closing Date and who is employed or retained by Purchaser or one of its Affiliates on or after the Closing Date (each a “Transferred Service Provider”), other than, for the avoidance of doubt, any Liabilities described by Section 1.03 (b)(v) and Section 1.03 (b)(vi); and (viii) all other Liabilities arising out of or resulting from Seller’s compliance relating to the Operations or noncompliance with any judgmentthe Acquired Assets or the ownership, order, writ, prohibition, injunction sale or decree lease of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability the Acquired Assets or the Operations, in each case, to the extent arising out of Seller based upon Seller’s acts events or omissions circumstances occurring after the Acquisition Closing Date. provided, that nothing contained in this Section 1.03(a) shall be deemed to preclude any Purchaser Indemnitee from making a claim for indemnification and being indemnified for any Losses that such Person would have otherwise been entitled to make or be indemnified for under Section 10.01 ; provided further, that notwithstanding that the Purchaser Taxes arise post-closing, ​ ​ the Parties hereby agree that Purchaser shall be economically responsible for all such Purchaser Taxes and Purchaser Taxes shall be treated as Assumed Liabilities for purposes of Section 10.02(a)(iii). (b) Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall not assume any Excluded Liability, each of which shall be retained exclusively by Seller, Seller Parent and their Affiliates to, pay, perform and discharge. The term “Excluded Liability” means all Liabilities of Seller, Seller Parent or any of their Affiliates other than the Assumed Liabilities, which Excluded Liabilities shall include the following:

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective at the Closing, to assume the following liabilities (the "Assumed Liabilities"): (i) all liabilities of Seller arising in connection with the Assets referred to in Section 1.01 (ix) to the extent arising out of the conduct of the Business after the Closing Date or otherwise specifically assumed by Buyer in this Agreement; (ii) all liabilities and obligations arising in respect of earned and or/accrued vacation pay (and all related payroll and other taxes and assessments) of the employees employed by Seller in connection with the Business and hired by Buyer as of the Closing ("Assumed Vacation Pay"), which shall be scheduled as of the Closing Date and attached hereto as Schedule 1.05 (a)(ii), identifying each employee, his/her hire date and vacation earned and/or accrued; (iii) all liabilities and obligations arising in respect of Seller's stated trade payables as of the. Date of Closing, to those vendors identified on Schedule 4.23(A) (hereinafter collectively referred to as "Major Vendors") provided that, with respect to each such Major Vendor so identified on Schedule 4.23(A), Buyer delivers to Seller at Closing an Assumption and Release Agreement in the form of Exhibit B annexed hereto executed by Buyer acknowledging its assumption of the payable and each such Major Vendor releasing the Seller from the obligation (the "Assumed Trade Payables"); any liabilities and obligations arising in respect of Major Vendors as of the Date of Closing for which Buyer does not deliver to Seller at Closing an Assumption and Release Agreement and all other vendors not identified on Schedule 4.23(A), shall remain the liability and obligation of Seller and shall not be assumed by the Buyer (the "Non-Assumed Trade Payables"); provided that Seller shall arrange for VAP to consent to Buyer assuming the trade payables due from Seller to VAP to be paid by Buyer in accordance with Seller's ordinary terms, i.e., payment due on the tenth (10th) day of each month, for invoices dated prior to the 26th of the previous month; (iv) all liabilities and obligations for all stated customer deposits with respect to any Accounts Receivable or pending contracts for customer orders ("Customer Deposits"); (v) all liabilities and obligations for Seller's current bonus program with its salesmen pursuant to which each salesman is entitled to a bonus equal to two percent (2%) of the salesman's gross sales from March 1, 1997 to the Closing Date, less draw paid to that date (the "Salesmen Bonuses"), subject to Buyer receiving a credit against the Purchase Price in an amount equal to fifty percent (50%) of the Salesmen Bonuses earned as of the Closing Date or, in the event the Closing occurs after May 27, 1997, in an amount (when aggregated with the Salesmen Bonuses earned by VAP salesmen) equal to the lesser of fifty percent (50%) of the Salesmen Bonuses earned as of the Closing Date or Forty Thousand Dollars ($40,000.00) (the Salesman Bonus Credit") allocated by Seller as between Seller and VAP; and (vi) all liabilities and obligations to Seller's customers identified on Schedule 4.23(B) pursuant to Seller's rebate and discount programs which commenced March 1, 1997 for those customers and are unpaid as of the Closing (the "Customer Discounts"), subject to Buyer receiving a credit from Seller at the Closing for these Customer Discounts accrued as at the Closing, but further subject to the parties adjusting these Customer Discounts post-Closing, at the end of the calendar year, as provided in Article 2.05(d). (b) Except as set forth in Article 1.05(a), Buyer shall not assume any other liability or obligation of Seller (or any predecessor owner of all or part of the Business) of whatever nature whether existing at any time in the past, presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller, all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities". Notwithstanding anything to the contrary in Article 1.05(a) or this Article 1.05(b), the following shall constitute, without limitation, the Excluded Liabilities: (i) all liabilities and obligations associated with the Excluded Assets; (ii) all lawsuits, claims and other liabilities and obligations arising in connection with all actions, suits, claims, investigations or proceedings pending on the Closing Date or arising after the Closing and relating to the conduct of the Business or the ownership of the Assets prior to the Closing (nothing in this paragraph shall be deemed to supersede, modify or nullify the exception to the Excluded Liability relating to collective bargaining agreements set forth in Article 1.05(b)(viii) or Buyer's indemnification of Seller with respect thereto as set forth in Article 12.02(d)); (iii) except the Assumed Vacation Pay and the Salesmen Bonuses, all liabilities or obligations relating to Seller's employee benefits or compensation arrangements existing on or prior to the Closing Date, including, without limitation, any payroll obligations, earned and accrued vacation pay, fringe benefits, employee benefits, bonuses, commissions on sales of products delivered prior to the Closing Date, worker's compensation or other insurance premiums, severance pay, payroll taxes, Social Security or any other tax, penalty or assessment relating thereto, and any liabilities or obligations under any of Seller's employee benefit agreements, plans or other arrangements, including without limitation, those listed on Schedule 3 4.11. Seller shall deliver to Buyer at Closing an accurate schedule of earned and/or accrued vacation pay, fringe benefits, bonuses and commissions on sale of products delivered prior to Closing, to which Seller's employees listed on Schedule 3.03(h) are entitled; (iv) all liabilities or obligations (including any contra asset or negative amount in respect of cash or other assets) owed by Seller or any other business affiliated with Seller by common ownership ("Affiliate"); (v) all liabilities and obligations under any indebtedness for borrowed money or under any guarantees made by Seller or Seller's shareholders; (vi) all liabilities relating to products sold by Seller prior to the “Closing Date, including, without limitation, product warranty claims, product returns and related credits or offsets against Accounts Receivable; (vii) all Non-Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller againstTrade Payables and liabilities and obligations other than, or otherwise have in excess of, the Assumed Trade Payables; (viii) all liabilities related to collective bargaining agreements (except to the extent of any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior toliability which arises, on or after the date hereof (collectivelyClosing, the “Excluded Liabilities”). Without limiting the generality out of Buyer's nonassumption of the preceding sentence, collective bargaining agreements or its failure to reach agreements with the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(trespective collective bargaining units); (bix) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior all liabilities related to the Acquisition Date; Seller's pension and retirement plans (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(eall underfunded and unfunded liabilities), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (mx) Any Liability all other liabilities and obligations of Seller based upon Seller’s acts , whether known or omissions occurring after the Acquisition Dateunknown, contingent or absolute, determined or determinable, not expressly assumed pursuant to Article 1.05(a).

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Seller and Seller Parent shall, and shall cause their Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller, Seller Parent and their applicable Affiliates, the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities, Buyer shall not be the successor to assumeSeller, Purchaser Seller Parent or any of their Affiliates, and Buyer expressly does not assumeassume and shall not become liable to pay, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities Liability whatsoever of Seller, Seller Parent or any of their Affiliates, whether fixed or contingentnot arising out of or otherwise relating in any way to the Purchased Assets, known other than the Assumed Liabilities; it being further understood and agreed that Buyer shall not assume any Liabilities under the AstraZeneca Contracts, the Daiichi Sankyo Termination Agreement (other than the Daiichi Sankyo Payment) or unknownany Assumed Contracts, matured ​ ​ ​ which Liabilities were accrued and outstanding prior to the Closing, any Excluded Supply Contract Fees or unmatured, liquidated any Liabilities under any Delayed Transfer Supply Contracts prior to the Supply Contract Transfer Date (other than as provided in Schedule 2 to the Transition Services Agreement or unliquidated, secured or unsecured, and whether arising prior to, on or after any Liabilities incurred in connection with the date hereof (collectively, termination of any Delayed Transfer Supply Contracts that constitute a Terminated Supply Contract). All such Liabilities are referred to herein as the “Excluded Liabilities”). Without limiting .” Notwithstanding anything to the generality of the preceding sentencecontrary in this Agreement, the Excluded Liabilities shall include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any all Liability for Taxes of imposed on Seller or any Member, of its Affiliates including (i) any Taxes arising Liability for any Tax of any Person other than Seller or any of its Affiliates for which Seller or any of its Affiliates is liable pursuant to Treasury Regulation Section 1.1502-6 (or any similar state, local or foreign provisions), as a result of Seller’s transferee or successor or otherwise by operation of the Business Law, by Contract or ownership of the Assets occurring on or prior to the Acquisition Date, otherwise and (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) Liability for any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability Tax resulting from the failure to comply any non-compliance with any Environmental Law by Seller arising out of bulk sale, transferee or relating to the operation of the Business successor Liability or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or similar provisions relating to any employee Taxes in connection with the transactions contemplated by this Agreement. Seller and Seller Parent shall, or independent contractor grievanceshall cause their Affiliates to, pay, perform and discharge promptly when due all of the Excluded Liabilities, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to when and as described in the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Escrow Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except (a) The Buyers shall on the Closing Date, assume, become responsible for and agree to pay, perform and discharge as they become due, from and after the liabilities Closing, the following Liabilities of the Seller relating and its Subsidiaries (other than Liabilities of Media Sub, which will however become a Subsidiary of the applicable Buyer(s) on the Closing Date and which Liabilities will remain with Media Sub except as expressly provided in this Agreement) related to the Purchased Business set forth on Schedule 3 or the Purchased Assets (collectively, the “Assumed Liabilities”)): (i) all Liabilities and obligations of the Seller and its Affiliates relating to Transferred Employees assumed by the Buyers pursuant to Section 9.9, which Purchaser agrees including all Liabilities relating to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities arising from the employment of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, the Transferred Employees with the Buyers and whether arising prior to, on or their Affiliates from and after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition applicable Transfer Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of subject to Section 2.8, all Liabilities first arising from and after the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and Closing under each Purchased Contract; (iii) any deferred Taxes all Liabilities and obligations under Environmental and Safety Requirements that relate to the Leased Real Property listed on Schedule 2.1(a)(iv) of any naturethe Disclosure Schedules; (div) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply all Liabilities for Taxes imposed with any Environmental Law by Seller respect to, arising out of or relating to the operation Purchased Assets, the Assumed Liabilities or the Purchased Business (including, for the avoidance of doubt, any Taxes of, imposed on or with respect to Media Sub, including any such Taxes imposed under Section 951 of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition DateCode) other than Excluded Taxes; (fv) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Sellerall Liabilities for Transfer Taxes assumed by the Buyers pursuant to Section 9.1; (gvi) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring Liabilities set forth on or prior to the Acquisition Date; (hSchedule 2.2(a) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this AgreementDisclosure Schedules; and (mvii) Any except for any Liability set forth on Schedule 2.2(b) of the Disclosure Schedules, the current liabilities related to the Purchased Business or to the Purchased Assets, including those accounts payable and accrued expenses of the Seller based upon Seller’s acts or omissions occurring after that would be required to be accrued on a Closing Date balance sheet of the Acquisition DatePurchased Business (as if it was a stand-alone entity) prepared in accordance with GAAP.

Assumed Liabilities; Excluded Liabilities. Except (a) Upon the terms and subject to the conditions of this Agreement and as part of the consideration for the Purchased Assets, at the Closing, Buyer shall assume and agree to pay, perform, discharge and satisfy, as and when due, only the following liabilities and obligations of the Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees and no other liabilities or obligations: (i) any liabilities and obligations resulting from or arising out of the Purchased Assets (other than the Assigned Contracts), but only to assumethe extent that such liabilities and obligations, Purchaser does whether accrued or unaccrued, absolute or contingent, known or unknown or otherwise, (i) arise or accrue from events, facts or circumstances first existing or occurring after the Effective Time and (ii) do not relate to or arise as a result of any condition or any failure to perform, improper performance, breach of warranty or other breach, default or violation by the Seller on or prior to the Effective Time; (ii) any liabilities and obligations resulting from or arising out of the Assigned Contracts but only to the extent such liabilities and obligations, whether accrued or unaccrued, absolute or contingent, known or unknown or otherwise (A) accrue or are to be performed after the Effective Time, and (B) do not relate to or arise as a result of any failure to perform, improper performance, breach of warranty or other breach, default or violation by the Seller on or prior to the Effective Time or as a consequence of Closing; (iii) the trade and other accounts payable by the Seller as of the Effective Time that are (A) unpaid and not delinquent as of the Closing and (B) included in the determination of the Estimated Net Working Capital, as adjusted by the determination of the Final Net Working Capital; (iv) any liability or obligation with respect to customer deposits to the extent included in the Purchased Assets and included in the determination of the Estimated Net Working Capital, as adjusted by the determination of the Final Net Working Capital; and (v) subject to Section 6.08, any liabilities and obligations in respect of the Transferred Employees, but only to the extent such liabilities and obligations arise or accrue from events, facts or circumstances first existing or occurring after the Effective Time. (b) Notwithstanding any provision in this Agreement or any other document or instrument to the contrary, it is expressly agreed that Buyer shall not assume, agree and shall have no liability or obligation (by execution of this Agreement or any Transaction Document, by operation of Law or otherwise) to perform pay, perform, discharge or dischargesatisfy, indemnify any liabilities and obligations of the Seller againstor any of its Affiliates of any nature, kind or otherwise have any responsibility for Liabilities of Sellerdescription whatsoever, whether fixed accrued or unaccrued, absolute or contingent, known or unknown, asserted or unasserted, matured or unmatured, liquidated unmatured or unliquidated, secured or unsecuredotherwise, and whether in existence as of the Closing Date or arising prior tothereafter, on or after other than the date hereof Assumed Liabilities (collectively, the “Excluded Liabilities”), it being expressly acknowledged and agreed that the Excluded Liabilities shall be retained, paid, performed, discharged and satisfied solely by the Seller and its Affiliates. Without limiting the generality of the preceding sentenceforegoing, the Excluded Liabilities shall include the following: (ai) Any Liability any liabilities and obligations resulting from or arising out of the Purchased Assets or the Business to the extent that such liabilities or obligations, whether accrued or unaccrued, absolute or contingent, known or unknown or otherwise (A) accrue or arise from any events, facts or circumstances existing or occurring, on or prior to the Effective Time or (B) relate to any condition or any failure to perform, improper performance, breach of warranty or other breach, default or violation by the Seller on or prior to the Effective Time; (ii) any liabilities and obligations of the Seller or any of its Affiliates arising out of or relating to or in respect of (A) claims by or compensation or benefits with respect to any current or former employee of or other service provider to the Seller or any of its Affiliates, or any individual claiming to be or deemed to be or to have been an employee of or other service provider to the Seller or its Affiliates (including liabilities and obligations relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, healthcare benefits or other benefits), (B) any Benefit Plan, or (C) any failure, through any act or omission, to comply with the requirements of COBRA, including any Tax liability or obligation relating thereto; (iii) any liabilities and obligations of the Seller and any of its Affiliates under any Contract of the Seller that is not an Assigned Contract; (iv) any liabilities and obligations of the Seller and any of its Affiliates resulting from or arising out of any of the Excluded Assets; (v) any liabilities and obligations of the Seller arising out of or resulting from any and all Indebtedness (other than the obligations of the capitalized leases included in the Assigned Contracts) of the Seller or any of its Affiliates or relating to the Business, any of the Purchased Assets or any of the Excluded Assets; (vi) any liabilities and obligations of the Seller owed to (A) Buyer with respect to any business conducted by and between Buyer and Seller prior to the Effective Time in the Ordinary Course of Business, and (B) any of its Affiliates; (vii) any liability or obligation for any and all Taxes of the Seller for any taxable period, including Taxes pertaining to or attributable to the Business or the Purchased Assets for any period (or portion thereof as determined pursuant to Section 6.04(a)) that ends on or before the Closing Date (including any and all such Taxes for which liability is or may be sought to be imposed on Buyer with respect to the matters disclosed on Schedule 4.19(a)(i) and Schedule 4.19(c) or under any successor liability, transferee liability or similar provision of any applicable federal, foreign, state or local Law); (viii) any liability or obligation, including customer warranty claims, arising out of or relating to products of sold or services provided by the Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Closing Date; (c) Any Liability for Taxes of Seller or any Member, including (iix) any Taxes arising as a result of Seller’s operation of the Business liability or ownership of the Assets occurring on obligation to pay for any goods, products or prior services shipped, delivered or provided to the Acquisition Date, (ii) Seller and any Taxes that will arise as a result of trade or other accounts payable by the sale of the Assets pursuant to this Agreement Seller except as otherwise expressly provided in Section 8(e), and (iii2.03(a)(iii) any deferred Taxes of any natureabove; (dx) Any Liability any liability or obligation arising out of or relating to obligations owed to Members any violation of, or Seller’s credit facilities noncompliance with, any applicable Law (including any Environmental Law) or Governmental Order either (A) by the Seller or any security interest related thereto except as set forth on Schedule 3(d); of its Affiliates or (eB) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation Business or the Purchased Assets, to the extent occurring or accruing on or prior to the Closing Date; (xi) any liability or obligation arising out or relating to (A) any environmental conditions on the Leased Real Property existing on or prior to the Closing Date; (B) the treatment, storage, transportation, disposal or arrangement for disposal of any rubbish, garbage, solid waste, paper or non-Hazardous Material or Hazardous Material by or on behalf of the Business or Seller’s leasing or operation of real property Seller and occurring on or prior to the Acquisition Closing Date (without regard to whether any of the foregoing then was in violation of any applicable Environmental Law); or (C) any remedial obligation under any applicable Environmental Law attributable to the Business or the Purchased Assets on or prior to the Closing Date; (fxii) Any Liability under any employmentliability or obligation of, severancerelating to or attributable to the Seller or any of its Affiliates, retention the Business or termination agreement the Purchased Assets, which liabilities or obligations arise out of or relate to any Legal Proceeding that is (A) pending as of the Closing Date (whether or not described in the Seller with any employee of Seller; Disclosure Schedule) or (gB) Any Liability of Seller commenced on or after the Closing Date to the extent arising out of or relating to any employee fact, circumstance, occurrence or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring event happening on or prior to the Acquisition Closing Date; (hxiii) Any Liability to distribute to any liability or obligation of the Seller or any of Seller’s members its Affiliates to indemnify any part Person by reason of the consideration received hereunder; (i) Any Liability of Seller based upon the operations fact that such Person was a director, manager, partner, officer, employee, agent, representative or Affiliate of the Business by Seller on or prior to any of its Affiliates or was serving at the Acquisition Date arising out request of the Seller or any of its Affiliates as a trustee, director, manager, partner, officer, employee, agent or representative of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreementother Person; and (mxiv) Any Liability any liability or obligation of the Seller based upon Seller’s acts or omissions occurring after any of its Affiliates arising out of the Acquisition Dateexecution and performance of this Agreement and/or any of the Transaction Documents.

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities of Seller relating terms and subject to the Business conditions set forth in this Agreement, at the Closing, Purchaser will assume the Liabilities of Sellers specifically identified on Schedule 3 1.3 (collectively, the “Assumed Liabilities”), which Purchaser agrees to assume. Except for the Assumed Liabilities, Purchaser does will not assume, agree to perform or dischargeand Sellers will pay, indemnify Seller againstdefend, or otherwise have any responsibility for Liabilities of Sellerdischarge and perform, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredas and when due, and whether arising prior tootherwise retain and remain solely responsible for, on or after all Liabilities that are not expressly included in the date hereof Assumed Liabilities (collectively, the “Excluded Liabilities”), including: (a) any Liability of Sellers (including any Indebtedness of Sellers), (b) any Liability of any successor or Affiliate of Sellers, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any trade or other accounts payable of Sellers payable to third parties that remain outstanding as of the Closing and the failure by Sellers or any of its Affiliates to comply with any applicable Law or maintain or comply with any Permit), (d) any Liability arising under or in any way related to the Employee Benefit Plans, (e) any Liability that would become a Liability of Purchaser as a matter of Law in connection with this Agreement, any Related Agreement or the transactions contemplated hereby or thereby, (f) without limiting the generality of any of the foregoing, any Liability for (i) any Taxes of the Equityholder or Sellers (or any Affiliate, member, shareholder or representative of any Equityholder or Sellers) or relating to the Business, the Purchased Assets, or the Assumed Liabilities for any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Period”) and, with respect to any Tax period beginning before and ending after the day before the Closing Date (or portion thereof) (a “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Sellers (including any Transfer Taxes, as defined in Section 6.4(a)), or (iii) other Taxes of the Equityholder or Sellers (or any Affiliate, shareholder, member or representative of the Sellers) that become a liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract of law, (g) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, (h) any Transaction Expenses incurred by Sellers or the Equityholder (or any Affiliate, shareholder, member or representative of the Sellers), and (i) all Accounts Payable of Sellers. Without limiting the generality of the preceding sentenceforegoing, it is expressly understood and agreed that unless a Liability is expressly within the Excluded definition of Assumed Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Datethis Section 1.3, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to neither Purchaser nor any of Seller’s members its Affiliates will assume, nor will any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentthem be liable for, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datesuch Liability.

Assumed Liabilities; Excluded Liabilities. (a) Except for to the liabilities extent set forth in Section 2.3(b), Buyer shall assume, at the Closing, all Liabilities and obligations of Seller relating any Person within the FJ Group to the extent such Liabilities and obligations relate exclusively to the Business set forth on Schedule 3 (or to the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Assets (collectively, the “Excluded "Assumed Liabilities”"). Without limiting the generality of the preceding sentence, the Excluded Liabilities include including, without limitation, the following: (ai) Any Liability of Seller arising out of the current liabilities related to the Business or relating to products of Seller the Assets, including, but not limited to, all accounts and trade payables, all Liabilities and all obligations accruable as a current liability on Fort Xxxxx' financial statements at Closing to the extent sold on such payables, liabilities and obligations are related exclusively to the Business or the Assets; (ii) all Liabilities and obligations of any Person within the FJ Group with respect to goods or services delivered or to be delivered to customers of the Business arising from orders placed prior to or following the Acquisition Date except as set forth on Schedule 6(tClosing; (iii) all Liabilities and obligations of any Person within the FJ Group under the Listed Contracts, the Lessee Leases and any other contract, commitment, license, permit, approval, authorization or other agreement or arrangement constituting part of the Assets under Section 2.1(e); (biv) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out all Liabilities and obligations of any breach thereof by Seller that occurred on or prior Person within the FJ Group existing at Closing and relating to Business Employees and employee benefits for Business Employees, except to the Acquisition Dateextent such liabilities and obligations are specifically retained by the FJ Group pursuant to Article VIII; (cv) Any Liability subject to Section 12.1(c) hereof, all Liabilities and obligations under Environmental Laws of any Person within the FJ Group (including, without limitation, any obligation to conduct or to pay for Taxes of Seller any Remedial Action for any Environmental Condition or any Memberobligation to correct or to pay a penalty for failure to comply with Environmental Statutes), including in connection with facts, events, conditions, actions or omissions existing or occurring prior to or after Closing, to the extent that such liability, obligation, condition or failure (A) exists on any Real Property, or real property constituting Leased Premises at the Transferred Sites or (B) is a Liability arising under Environmental Laws with respect to hazardous substances, contaminants, pollutants or petroleum products leaching or physically migrating from Transferred Sites to adjacent or nearby properties, and including, without limitation, those liabilities listed on Schedule 2.3(a)(v); (vi) all Liabilities or obligations of any member of the FJ Group in connection with the Port of Portland Industrial Development Revenue Bonds; and (vii) all other Liabilities described on Schedule 2.3(a)(vii). (b) The following Liabilities and obligations (the "Excluded Liabilities") shall be excluded from the Assumed Liabilities: (i) Liabilities for federal, state and local income and franchise taxes and any Taxes arising as a result of Seller’s operation other taxes incurred by any Persons within the FJ Group in the conduct of the Business or ownership of with respect to the Assets occurring on or prior to the Acquisition Datebefore Closing, except as is otherwise provided in this Agreement; (ii) all Liabilities or obligations to the extent relating to the acquisition, ownership or use of any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and Excluded Assets; (iii) any deferred Taxes of any nature; (d) Any Liability all Liabilities or obligations arising out of under Environmental Laws in connection with facts, events, conditions, actions or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring omissions existing on or occurring prior to Closing at locations other than the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this AgreementTransferred Sites; and (miv) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateany Liabilities listed on Schedule 2.3(b)(iv).

Assumed Liabilities; Excluded Liabilities. Except for (a) Purchaser does hereby agree to indemnify, defend and hold harmless Seller and its successors and assigns, and their respective partners, stockholders, directors, officers, employees and agents ("Seller Indemnified Parties"), from and against any and all costs, damages, losses, claims, liabilities and expenses, including court costs and attorneys fees, arising from or connected with: (i) the liabilities of Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree , (ii) Purchaser's failure to perform or dischargedischarge any of the Assumed Liabilities, (iii) the operation of the Formaldehyde Business or the ownership or use of the Purchased Assets following the Closing Date and (iv) the operation of the Methanol Business or the ownership or use of the Optioned Assets following the Second Closing Date. (b) Seller does hereby agree to indemnify, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecureddefend and hold harmless Purchaser, and whether its successors and assigns, and their respective stockholders, directors, officers, employees and agents ("Purchaser Indemnified Parties"), from and against any and all costs, liabilities and expenses, including court costs and attorneys fees, arising prior to, on from or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the followingconnected with: (ai) Any Liability the Excluded Liabilities, (ii) any failure to perform the Excluded Liabilities, (iii) the operation of Seller arising out the Formaldehyde Business or the ownership or use of or relating to products of Seller to the extent sold Purchased Assets on or prior to the Acquisition Date except as set forth on Schedule 6(t);Closing Date, (biv) Any Liability the operation of Seller under any Contract that arises after the Acquisition Date, but that arises out Methanol Business or the ownership or use of any breach thereof by Seller that occurred the Optioned Assets on or prior to the Acquisition Second Closing Date;, (cv) Any Liability for Taxes of Seller or any Memberexcept as otherwise provided in the Ancillary Agreements, including (i) any Taxes arising as a result of Seller’s operation 's access and use of the Business or ownership of the Purchased Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the and Optioned Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any naturethe Ancillary Agreements; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities of Seller relating Closing, each Buyer Parent and Cash Entity shall deliver to the Business set forth on Schedule 3 Selling Parties an instrument of assumption substantially in the form of Exhibit A-1 (the “Assumed LiabilitiesBuyer Parent Instrument of Assumption”)) pursuant to which each Buyer Parent and Cash Entity shall solely, which Purchaser agrees to assumeexclusively and severally undertake, Purchaser does not assume, assume and agree to perform or dischargeperform, indemnify Seller againstpay, or otherwise have become liable for and discharge when due, and hold the Selling Parties and their respective directors, officers, employees, Affiliates, controlling persons, agents and representatives, and their respective successors and assigns, harmless from, any responsibility for Liabilities and all liabilities and obligations arising in the ordinary course of Sellerbusiness, whether fixed accrued or unaccrued, absolute or contingent, known or unknown, matured asserted or unmaturedunasserted, liquidated resulting from or unliquidatedrelated to the Purchased Assets conveyed to such Buyer Parent or Cash Entity or to any direct or indirect wholly owned Subsidiary of such Buyer Parent or Cash Entity or any contract, secured commitment or unsecuredundertaking to the extent related to the Purchased Assets conveyed to such Buyer Parent or Cash Entity or to any direct or indirect wholly owned Subsidiary of such Buyer Parent or Cash Entity (excluding any and all liabilities and obligations of Buyer), other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). (b) Immediately prior to the Closing, Seller shall cause each Timber Entity to deliver to the Selling Parties an instrument of assumption, substantially in the form of Exhibit A-2 (the “Timber Entity Instrument of Assumption”), pursuant to which each Timber Entity will solely, exclusively and severally undertake, assume and agree to perform, pay, become liable for and discharge when due, and hold the Selling Parties and their respective directors, officers, employees, Affiliates, controlling persons, agents and representatives, and their respective successors and assigns, harmless from, any and all liabilities and obligations arising in the ordinary course of business, whether accrued or unaccrued, absolute or contingent, known or unknown, asserted or unasserted, resulting from or related exclusively to the Timber Entity Assets conveyed to such Timber Entity, other than the Excluded Liabilities (collectively, the “Timber Entity Assumed Liabilities”). (c) Notwithstanding anything in this Agreement to the contrary, no Buying Party shall assume, and the Selling Parties shall be solely and exclusively liable with respect to, and shall pay, perform or discharge when due, the liabilities and obligations relating to (i) the Purchased Assets (including the Timber Entity Assets), or any contract, commitment or undertaking related thereto to the extent arising prior to the Closing Date and arising outside of the ordinary course of business and arising or attributable to facts and circumstances that occurred prior to Closing, (ii) Tax liabilities related to the Purchased Assets (including the Timber Entity Assets) in respect of a Pre-Closing Tax Period (other than (A) any property Taxes and other non-Income Taxes and assessments in respect of the Purchased Assets (including the Timber Entity Assets) for the Tax period in which the Closing occurs, which are governed under Section 2.4, and (B) Transfer Taxes, which are governed under Section 3.4), (iii) the litigation matters described on Section 1.8(c) of the Seller’s Disclosure Letter or any litigation matters pending as of the Closing Date, except those pending litigation matters the subject matter of which is the acquired Timberlands (including boundary disputes and actions in respect of title, trespass and easement matters), (iv) the Reserved Easements, the Reserved Minerals and Gases, the Reserved Mineral and Gas Rights, the Reserved Water Rights and the Subsurface Geosequestration Rights (v) the Selling Parties’ continuing liabilities and obligations under this Agreement or the Ancillary Agreements, (vi) any accounting, transactional, brokerage or other expenses relating to the negotiation and consummation of the transactions contemplated in this Agreement by or on behalf of the Selling Parties, (vii) any third-party claim (or series of related claims based on the same or similar facts) with respect to events occurring prior to the Closing Date for which the amount in controversy exceeds $1,500,000, other than any pre-Closing third-party claim in respect of accounts payable obligations incurred by a Selling Party in the ordinary course of business and (viii) any Purchased Contract or Personal Property Lease required to be disclosed in Section 5.8 of the Seller’s Disclosure Letter but not disclosed therein, except to the extent that any Cash Entity after the Closing accepts performance under any such Purchased Contract or uses the personal property subject to any such Personal Property Lease, (ix) any governmental enforcement action other than those arising under Environmental Laws with respect to events occurring prior to the Closing Date, provided that no Buying Party does, or causes any other Person to, on provide or after disclose any information under any circumstances, except where required by Law, with the date hereof intent of or for the purpose of inducing, encouraging or soliciting such governmental action, (x) any governmental enforcement action arising under Environmental Laws brought within 18 months of the Closing Date with respect to events occurring prior to the Closing Date, and provided, further that (1) the provisions set forth in Section 13.5(c)(i) and (ii) shall apply to any claims against or liabilities of Seller in respect of Remediation pursuant to this subsection (x), and (2) no Buying Party does, or causes any other Person to, provide or disclose any information under any circumstances, except where required by Law, with the intent of or for the purpose of inducing, encouraging or soliciting such governmental action, (xi) any non-governmental third-party claim in respect of any injuries caused or suffered prior to the Closing Date in respect of any pre-Closing Adverse Environmental Condition for which the amount in controversy exceeds $500,000; provided that no Buying Party does, or causes any other Person to, provide or disclose any information under any circumstances, except where required by Law, with the intent of or for the purpose of inducing, encouraging or soliciting any non-governmental action by a third-party claimant; and provided further that such non-governmental third-party claims pursuant to this Section 1.8(c)(xi) in respect of pre-Closing Adverse Environmental Conditions caused by another party’s mining operations, which mining operations are covered by a surface rights servitude or a mineral servitude, shall be deemed Excluded Liabilities only (A) if any Cash Entity, Timber Entity or Buyer Affiliate, as the case may be, shall have used their good faith efforts to recover all losses, damages, costs and expenses from such party and (B) to the extent that the losses, damages, costs or expenses arising out of such non-governmental third-party claim exceed the damages or insurance proceeds received from such party in respect of such loss, damage, cost or expense and (xii) any liabilities of any Timber Entity or any Selling Party under ERISA (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for (a) Subject to the liabilities terms of this Agreement, including this Section 2.8, on the Closing Date, Seller shall, or shall cause the Selling Subsidiaries to, Transfer to Purchaser, and Purchaser shall assume and agree to fully perform and discharge when due, in accordance with the terms thereof, the following Liabilities but, except with respect to clause (ii) and (iv) below, only to the extent arising out of or relating to the ownership and operation of the Crimson Business set forth on Schedule 3 or the Acquired Assets after the Closing Date (the “Assumed Liabilities”): (i) any executory obligations under Acquired Contracts or Acquired Permits; (ii) any Transferred Employee Liabilities; (iii) Post-Closing Crimson A/P; (iv) 50% of any Transfer Taxes; (v) any executory obligations under the Assigned Lease; (vi) Seller’s obligations under the Guarantee (as defined in Schedule 6.20), which Purchaser agrees only to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller againstthe extent such obligations accrue from, or relate to, a default of the underlying obligations which are the subject of the Guarantee, that first occur after the Closing Date, until such time as Seller’s obligations under the Guarantee have been released; and (vii) Except as otherwise have expressly provided in this Section 2.8(a), any responsibility for Liabilities arising after the Closing Date from, related to or in connection with any Acquired Asset (or the ownership or operation thereof) or the operation of Sellerthe Crimson Business; provided, whether fixed or contingenthowever, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredthat in the case of clauses (i) through (iii), and whether arising prior to(v) through (vii) above, no such Liability will be assumed by Purchaser to the extent such Liability arises as a result of any breach of Contract or violation of law (including, without limitation, any Environmental, Health and Safety Law) by any Selling Company or any of the applicable Affiliates of a Selling Company, or any other Person, on or after prior to the date hereof Closing Date, and in the case of clause (collectivelyii) any matter referenced on Schedule 2.8 shall be considered an Excluded Liability. After the Closing Date, the Selling Companies shall not remain liable for any Assumed Liabilities. (b) Unless Purchaser expressly assumes a Liability of a Selling Company or one or more of its Affiliates, including by operation of this Agreement or any Transaction Agreement, all such Liabilities shall be “Excluded Liabilities”),” and Purchaser shall not assume and shall not be responsible to pay, perform, satisfy or discharge Excluded Liabilities. Without limiting the generality of the preceding sentenceforegoing, the “Excluded Liabilities include Liabilities” shall include, but not be limited to, the following: (ai) Any Liability All accounts payable constituting obligations to make payments in respect of Seller arising out of goods or relating to products of Seller services to the extent sold such goods are received by, or such services are rendered to, the Crimson Business prior to the Closing Date or by any other division of Seller at any time (“Excluded A/P”); (ii) Excluded Taxes; (iii) all Employment Costs, pension, retirement and severance obligations for the Covered Employees on or prior to the Acquisition Date Closing Date, other than Transferred Employee Liabilities except as for those items set forth on Schedule 6(t)2.8; (biv) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out all Liabilities of any breach thereof by Seller that occurred Selling Company or any of the applicable Affiliates of a Selling Company arising from (A) any failure to pay any compensation or provide any benefit to an employee on or prior to the Acquisition Closing, or (B) any claim of co-employment, joint employment or secondary employer liability with respect to the Maquiladora Employees; (v) all Liabilities of each Selling Company and its Affiliates to the extent relating to or arising out of any Excluded Assets or their businesses, other than the Crimson Business; (vi) all Liabilities of each Selling Company and its Affiliates arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and other Representatives; (vii) all Liabilities of any Selling Company or any of the applicable Affiliates of a Selling Company arising from the discharge of any Hazardous Substance, presence of a Hazardous Substance in, on or under any real property owned or leased by any Selling Company or any of their respective Affiliates, or breach of any Environmental, Health and Safety Law on or prior to the Closing Date; (cviii) Any Liability for Taxes all Liabilities of Seller any Selling Company or any Memberof the applicable Affiliates of a Selling Company arising from any violation of law on or prior to the Closing Date; (ix) all Liabilities of any Selling Company or any of the applicable Affiliates of a Selling Company arising from any tort or breach of contract (other than breach of warranty to the extent of “repair or replace” warranty obligations) on or prior to the Closing Date; (x) all Liabilities and obligations of any Selling Company or any of the applicable Affiliates of a Selling Company in connection with any Legal Proceeding arising out of, including relating to or otherwise in respect of the operation of the Crimson Business or the Acquired Assets on or prior to the Closing; (ixi) Withdrawal Liability incurred on, prior to or as a result of the Closing and the transactions contemplated herein to occur simultaneously therewith; and (xii) all Liabilities of any Taxes Selling Company or any of the applicable Affiliates of a Selling Company arising from any indebtedness. (xiii) all Liabilities arising as a result of Seller’s operation the alleged involvement of the Business asbestos or ownership lead in any products (including components or parts thereof) that each Selling Company or any of the Assets occurring on their Affiliates, or prior to the Acquisition Dateany of their predecessors in-interest for which a Selling Company or its Affiliate has successor Liability under applicable Governmental Rules, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as marketed, manufactured, offered for sale, sold, assembled, supplied, refurbished, used, distributed, or otherwise expressly provided in Section 8(e)provided. Seller shall, and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating shall cause each Selling Subsidiary to, pay and satisfy in due course all Excluded Liabilities which they are obligated to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datepay and satisfy.

Assumed Liabilities; Excluded Liabilities. Except (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Arion shall accept, assume and agree to pay, perform, fulfill and discharge when due any and all Assumed Liabilities. From and after the Closing, Arion shall be responsible for all Assumed Liabilities, regardless of when or where such Assumed Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Closing Date, regardless of where or against whom such Assumed Liabilities are asserted or determined or whether asserted or determined prior to the Agreement Date. Arion shall indemnify and promptly reimburse Sphinx for the liabilities performance by Sphinx or any of Seller relating its Subsidiaries of any Assumed Liability, including any Assumed Liability that Sphinx or its Subsidiaries perform due to the Business set forth applicable obligee’s exercise of its lawful rights not to accept the performance of such Assumed Liability by, or on Schedule 3 behalf of, Arion or any of its Affiliates, subject to, and in accordance with, Article 9. (b) The Parties agree that, notwithstanding anything in this Agreement to the “contrary, except for the Assumed Liabilities”), which Purchaser agrees to none of Arion or any Other Arion Entity shall accept, assume, Purchaser does not assumepay, agree to perform perform, fulfill or discharge, indemnify Seller against, discharge or otherwise have any responsibility for Liability for, any Liabilities of SellerSphinx or any Subsidiary of Sphinx (whether now existing or hereafter arising, regardless of where or against whom such Liabilities are asserted or determined or whether fixed asserted or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising determined prior to, on to or after the date hereof (collectivelyEffective Time), and Sphinx and its Subsidiaries shall retain, and shall be solely responsible and liable for paying, performing, fulfilling and discharging when due, all Liabilities of Sphinx and its Subsidiaries other than the “Excluded Assumed Liabilities”). Without limiting the generality of the preceding sentence, including the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of Sphinx or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Dateits Subsidiaries.

Assumed Liabilities; Excluded Liabilities. Except for (a) On the Closing Date, Buyer shall execute and deliver to Seller an assumption agreement in the form set forth in Exhibit F (the “Assumption Agreement”) pursuant to which Buyer shall assume and agree to pay, perform or otherwise discharge, in accordance with their respective terms and subject to the respective conditions thereof and subject to the provisions of Sections 2.3(b) and 2.6, all of the liabilities and obligations of Seller relating under the Contracts, the Licenses and the Governmental Permits (excluding the Excluded Contracts and the Excluded Licenses) (collectively, the “Assumed Contracts”) to be performed on or after the Closing Date, to the Business set forth extent such liabilities and obligations of Seller arose on Schedule 3 or after the Closing Date (except with respect to Rental Contracts transferred to Buyer hereunder, in which case Buyer will assume all liabilities and obligations other than those related to or resulting from a breach of such Contract or default thereunder by Seller prior to the Closing). The foregoing obligations and liabilities, together with the Customer Deposits in the amounts reflected in the Closing Amount Schedule, are herein called the “Assumed Liabilities.”) (b) Other than the Assumed Liabilities, which Purchaser agrees Buyer shall not assume or be obligated to assumepay, Purchaser does not assume, agree to perform or discharge, indemnify otherwise assume or discharge any obligations or liabilities of Seller against, or otherwise have any responsibility for Liabilities of Sellerits Affiliates, whether fixed or contingentnot related to the Business and whether direct or indirect, known or unknown, matured or unmatured, liquidated absolute or unliquidated, secured or unsecured, contingent (all of such obligations and whether arising prior to, on or after the date hereof (collectively, liabilities not so assumed being herein called the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include including, without limitation, the following: (ai) Any Liability of Seller arising out of any intercompany payables and liabilities or relating to products obligations of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t)any of its Affiliates; (bii) Any Liability any liabilities or obligations in respect of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition DateExcluded Assets; (ciii) Any Liability all of Seller’s liabilities for Taxes of Seller that have been or any Member, including (i) any Taxes arising may be incurred as a result of Seller’s operation of the Business or ownership of the Purchased Assets occurring before the Closing Date; (iv) except as otherwise set forth in Section 8.3 herein, any liability for payment of Taxes incident to or arising from the consummation of the transactions contemplated under this Agreement; (v) any liability for any Taxes of Seller or of any consolidated, combined or unitary group of which Seller is or was a member with respect to periods ending on or prior to the Acquisition Closing Date or beginning prior to and ending after the Closing Date, including (iibut not limited to) any liability pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provisions and any liability for the Taxes that will arise of another Person arising under a contract or on account of transferee liability or otherwise relating to any period prior to the Closing Date; (vi) any liabilities or obligations of Seller or any ERISA Affiliate to, related or in any way associated with the Business Employees or any other present or former employees, officers and/or directors of the Seller or any ERISA Affiliate arising out of, related or in any way associated with their employment relationship or termination thereof with the Seller or any ERISA Affiliate, including without limitation, Claims asserted under any Benefit Plan or collective bargaining agreement or as a result of the sale of the Assets pursuant to transactions contemplated by this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes whether or not such individual becomes an employee of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(dBuyer); (evii) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition DateLiabilities; (fviii) Any Liability under any employmentall other liabilities, severance, retention commitments or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out obligations of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of Claims against the Business by Seller on existing, or prior to the Acquisition Date arising out of any Proceeding fact or set of operative facts existing, prior to which Seller is a party pending as the Closing Date, whether known or unknown, contingent or otherwise, including, without limitation, product liability, warranty, indemnification of the Acquisition Date; (j) Any Liability of Seller arising out of officers and directors or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreementlitigation; and (mix) Any Liability notwithstanding the provisions of Seller based upon Seller’s acts any consent to assignment of an Assumed Contract, any liability or omissions obligation under any Assumed Contract to the extent such liability or obligation relates to any period prior to the close of business on the date prior to the Closing Date (including under any purchase orders or other contracts, agreements or instruments for the purchase of Merchandise or other goods for use in the Business entered into prior to the Closing which are not Transferred Purchase Orders), including any liability or obligation for any breach of or default under any Assumed Contract which liability or obligation relates to any such breach or default occurring after prior to the Acquisition close of business on the date prior to the Closing Date.

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the liabilities of Seller relating terms and subject to the Business conditions set forth on Schedule 3 in this Agreement, at the Closing, Buyer shall, or shall cause an Other Buyer to, accept, assume and agree to timely pay, perform, fulfill and discharge when due any and all Assumed Liabilities. Buyer shall not be released from any Liability hereunder if it assigns any of its rights or Liabilities hereunder to any of its Affiliates. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) nothing contained in this Agreement shall require Buyer or its Affiliates to pay, perform or satisfy any of the Assumed Liabilities so long as Buyer or its Affiliates shall in good faith contest, or cause to be contested, with the relevant third party that is the obligee of such Assumed Liability the amount or validity thereof or shall in good faith assert any defense or offset thereto, and (ii) the fact that a Liability may fall under the definition of “Assumed Liabilities”)” and may have been assumed by Buyer or its Affiliates hereunder shall not in any respect prevent Buyer or any other Buyer Indemnified Party from seeking or receiving indemnification hereunder with respect to such Liability to the extent such Person is entitled to indemnification with respect to such Liability or obligation pursuant to the terms of Article 9. (b) The Parties agree that, which Purchaser agrees to except for the Assumed Liabilities, Buyer shall not accept, assume, Purchaser does not assumepay, agree to perform perform, fulfill or discharge, indemnify Seller against, discharge or otherwise have any responsibility for Liability for, any Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including Affiliate of Seller (i) any Taxes arising as a result of Seller’s operation of the Business whether now existing or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(ehereafter arising), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employmentand its Affiliates shall retain, severanceand shall be solely responsible and liable for paying, retention or termination agreement performing, fulfilling and discharging when due, all such other Liabilities of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to its Affiliates and the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateExcluded Liabilities.

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the liabilities of Seller relating terms and subject to the Business conditions of this Agreement, including the provisions with respect to Subsequently Assigned Contracts, Seller hereby assigns, and Buyer hereby assumes and agrees to honor, pay and discharge when due: (i) all of Seller’s accounts payable with respect to the Purchased Assets and Purchased Contracts set forth on Schedule 3 2.6 (“Accounts Payable”), and (ii) all liabilities and obligations arising under or with respect to any Purchased Asset or Purchased Contract in connection with or as a result of facts, events or circumstances occurring, or accruing, after the Closing Date (such Accounts Payable and other liabilities and obligations, collectively, the “Assumed Liabilities”). Seller acknowledges and agrees that, which Purchaser agrees except for the Accounts Payable, all liabilities and obligations arising under or with respect to assumeany Purchased Asset or Purchased Contract in connection with or as a result of facts, Purchaser does not assume, agree to perform events or discharge, indemnify Seller againstcircumstances occurring, or otherwise have any responsibility for Liabilities accruing, before the Closing Date shall remain liabilities and obligations of Seller. (b) Except as set forth in this Agreement or any Collateral Agreement, whether fixed Buyer shall not assume or contingentotherwise be liable in respect of, known or unknownbe deemed to have assumed or otherwise be liable in respect of, matured any other liability or unmaturedobligation of Seller or its Affiliates, liquidated including any debt (including any debt or unliquidatedother obligation to any Third Party or to any Affiliate of Seller), secured claim, obligation or unsecuredother liability (including any litigation or potential litigation to which Seller is or may be a party, and any other liability, preference or fraudulent conveyance claim in bankruptcy, liability for Taxes (whether arising prior toor not accrued, on assessed or after the date hereof currently due and payable), undisclosed liability, contingent liability or unknown liability) of Seller or any of its Affiliates whatsoever (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume the Liabilities of Seller relating to the Business set forth specifically identified on Schedule 3 1.3 (collectively, the “Assumed Liabilities”), which Purchaser agrees to assume. Except for the Assumed Liabilities, Purchaser does will not assume, agree to perform or discharge, indemnify Seller against, or otherwise have assume any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after that are not expressly included in the date hereof Assumed Liabilities (collectively, collectively the “Excluded Liabilities”), including: (a) any Liability of Seller (including any Indebtedness of Seller); (b) any Liability of any successor or Affiliate of Seller; (c) any Liability of Seller or any of its Affiliates, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any Accounts Payable payable to third parties that remain outstanding as of the Closing); (d) any Liability of Seller or any of its Affiliates arising under or in any way related to the Employee Benefit Plans; (e) any Liability of Seller or any of its Affiliates that would become a Liability of Purchaser as a matter of Law in connection with this Agreement, any Related Agreement or the transactions contemplated hereby or thereby; (f) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller (or any successor or Affiliate), or any Liability of Seller or any of its Affiliates in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof for or accruing or arising at any time in respect of any period (or portion thereof) ending on or prior to the Closing; and (g) any Liability of Seller or any of its Affiliates directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets. Without limiting the generality of the preceding sentenceforegoing, the Excluded Liabilities include the following: (a) Any it is expressly understood and agreed that unless a Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Memberof its Affiliates is expressly within the definition of Assumed Liabilities under this Section 1.3, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to neither Purchaser nor any of Seller’s members its Affiliates will assume, nor will any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentthem be liable for, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datesuch Liability.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities of Seller relating (a) Pursuant to the Business set forth on Schedule 3 terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller and its applicable Affiliates the “Assumed Liabilities”). (b) Notwithstanding anything in this Agreement or the Related Documents to the contrary, which Purchaser agrees other than the Assumed Liabilities, Buyer shall not be the successor to assumeSeller or any of its Affiliates, Purchaser and Buyer expressly does not assumeassume and shall not become liable to pay, agree to perform or discharge, indemnify any Liability whatsoever of Seller againstor any of its Affiliates (including, for the avoidance of doubt, any Liability arising out of or otherwise have relating in any responsibility for way to the Purchased Assets), other than the Assumed Liabilities. All such Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, are referred to herein as the “Excluded Liabilities”). Seller shall, or shall cause its Affiliates to, pay, perform and discharge when due all of the Excluded Liabilities. Without limiting the generality limitation of the preceding sentenceforegoing, the Excluded Liabilities shall include the followingfollowing Liabilities: (ai) Any Liability of Seller any Liabilities relating to or arising out of or the Excluded Assets; (ii) any Liabilities relating to products or arising out of Accounts Payable (other than the Assumed Liabilities); (iii) any Excluded Taxes; (iv) any Liabilities to present or former members or shareholders of Seller or any of its Affiliates; (v) any Liabilities of Seller or any of its Affiliates under this Agreement, the Related Documents or in connection with the Contemplated Transactions; (vi) all Liabilities under any Contract (other than the Assumed Liabilities); (vii) all Liabilities under all Business Employee Benefit Plans; (viii) all Liabilities arising out of the employment or service or termination of employment or service of any employee, officer, director or manager or consultant of Seller or any of its Affiliates, whether or not any such Liabilities are claimed or otherwise arise prior to or after the extent sold Closing, other than, in the case of Transferred Business Employees, any such Liabilities that arise after the applicable Transfer Time; (ix) any Liabilities (including all Actions relating to such Liabilities) of Seller or any of its Affiliates to any Person and claims from any Person relating to or arising out of circumstances existing on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition DateClosing, but that arises including those relating to or arising out of any product liability, patent infringement, breach thereof by of warranty or similar claim for injury to person or property that resulted from the use, operation, ownership or misuse of the Purchased Assets or the operation of the business of Seller that or any of its Affiliates, including the conduct of the Business, to the extent such conduct occurred on or prior to the Acquisition DateClosing; (c) Any Liability for Taxes of Seller or any Member, including (ix) any Taxes arising as a result Liabilities (including all Actions relating to such Liabilities) from or relating to the Intellectual Property Rights of Seller’s operation of the Business or ownership of the Assets occurring any Person on or prior to the Acquisition DateClosing, (ii) including any Taxes Liability for any loss or infringement, dilution, misappropriation, other violation thereof or for violation of privacy, personal information or data protection rights that will arise as a result resulted from the use, operation, ownership or misuse of the sale of the Purchased Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business business of Seller or Seller’s leasing or operation any of real property occurring its Affiliates, including the conduct of the Business, to the extent such conduct occurred on or prior to the Acquisition Date;Closing; and (fxi) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller other Liabilities arising out of the Purchased Assets or relating to the operation of the business of Seller or any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring its Affiliates on or prior to the Acquisition Date; (h) Any Liability to distribute to Closing, whether or not any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on such Liabilities are claimed or otherwise arise prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateClosing (other than the Assumed Liabilities).

Assumed Liabilities; Excluded Liabilities. (a) Buyer agrees to assume from Seller (i) those Liabilities, obligations and commitments incurred, accruing or to be performed after the Effective Time which arise under leases, contracts or agreements specifically assumed by Buyer pursuant to Section 2.01 hereof and which relate to Buyer’s operation or conduct of the Business after (b) Except for the liabilities Assumed Liabilities, Buyer shall not assume any Liabilities, obligations, contracts and/or commitments of Seller of any nature whatsoever, and nothing contained or described in this Agreement shall obligate Buyer to assume any other Liabilities, obligations, contracts or commitments of Seller, it being agreed that Buyer shall not assume nor in any manner be liable for any, and Seller shall remain liable for and discharge all, debts, Liabilities and obligations of Seller incurred or arising prior to or as of the Effective Time, or incurred or arising after the Effective Time in connection with or relating to the Business set forth on Schedule 3 (prior to the “Assumed Liabilities”), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof Effective Time (collectively, the “Excluded Liabilities” or individually, an “Excluded Liability”). Without limiting the generality of the preceding sentenceforegoing, the Parties agree that Seller shall be solely responsible and liable for, among other things (and are included as Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including Liabilities): (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of of, related to or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from otherwise associated with the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing conduct or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date Effective Time, including any event, condition, occurrence and/or injury or claim incurred or accrued prior to the Effective Time; (ii) any Liability arising out of, related to or otherwise associated with Seller’s violation of or noncompliance with any applicable Law; (iii) any Liability arising out of, related to or otherwise associated with any Proceeding to which involving Seller, including any Proceeding identified on Schedule 3.10 or any other claim or litigation involving Seller that is a party pending as of the Acquisition Date; Effective Time with respect to the Business or that arises out of the conduct of the Business by Seller prior to the Effective Time; (jiv) Any any Liability related to the employment practices of Seller or any individual’s employment or consulting or independent contractor arrangement by or with Seller or the termination of such employment or consulting or independent contractor arrangement by Seller, any Liability under the WARN Act related to the termination of Business Employees or Contractors by Seller, or any Liability arising at or following the Effective Time as a result of Buyer’s decision not to hire any Business Employee or Contractor; (v) any Liability arising out of of, related to or resulting from Seller’s compliance or noncompliance otherwise associated with any Applicable Law; Employee Benefit Plan; (kvi) Any any Liability of Seller arising out of of, related to or resulting from Seller’s compliance or noncompliance otherwise associated with any judgmentemployment, orderconsulting, writcommission, prohibitionseverance, injunction retention, change of control or decree of termination agreement or any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts other employment, consulting or omissions occurring after the Acquisition Date.independent contractor

Assumed Liabilities; Excluded Liabilities. Except for (a) On the Applicable Closing Date, Buyer shall assume, perform and discharge when due each Seller Entity's obligations (i) under Contracts transferred to Buyer pursuant to Section 2.01(a), (b) or (c), as applicable, and set forth in the Undertaking in respect of the Applicable Closing (collectively, the "Assumed Contracts") required under the terms of such Assumed Contracts to be performed after the Applicable Closing Date, (ii) with respect to the Deferred Compensation Plan as set forth in Section 3.02(f) required under the terms of such Deferred Compensation Plan to be performed after such date and (iii) reserved against in the most recent balance sheet in the Financial Statements or otherwise constituting normal trade payables incurred in the ordinary course of the Asset Management Business after the date thereof consistent in nature and amount with past practices thereof to the extent related to the OMEGA Assets, Wrap Assets or Final Closing Assets, as the case may be, in each case as set forth in Section 2.06 of the Seller Disclosure Schedule in respect of each Applicable Closing, provided that the liabilities of Seller assumed hereunder shall in no event include any costs, expenses or other liabilities relating to the Business set forth on Schedule 3 negotiation and consummation of the transactions contemplated by the Brokerage Asset Purchase Agreement or this Agreement and including any Consents relating thereto. (b) Notwithstanding any other provision hereof, except as expressly assumed pursuant to Section 2.06(a) (the “"Assumed Liabilities”"), which Purchaser agrees neither Buyer Parent nor Buyer has agreed to pay, and shall not be required to assume, Purchaser does not assumeshall have no liability or obligation with respect to, agree to perform and shall be indemnified in accordance with Article X by Seller for, any liability or dischargeobligation, indemnify Seller against, direct or otherwise have any responsibility for Liabilities of Seller, whether fixed or contingentindirect, known or unknown, matured absolute, contingent or unmaturedaccrued, liquidated with respect to the Asset Management Business, including liabilities of any Seller Entity, any of their respective Subsidiaries or unliquidatedthe Asset Management Assets (the "Excluded Liabilities") including (i) any liability, secured responsibility or unsecuredobligation that is attributable to any Excluded Asset; (ii) any liability, and whether responsibility or obligation relating to the Asset Management Assets or the Asset Management Business arising out of any event, circumstance or condition occurring or existing prior to the Applicable Closing; (iii) any liability, responsibility or obligation arising out of (A) any suit, action, proceeding, arbitration, mediation, inquiry or investigation pending or threatened as of, or arising out of any event, circumstance or condition occurring or existing prior to, on the Applicable Closing; or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality B) any actual or alleged violation of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or Law prior to the Acquisition Date Applicable Closing; (iv) any Retained Employee Liability; (v) except as expressly set forth on Schedule 6(t); (b) Any Liability in Section 3.02, any liability, responsibility or obligation with respect to the operation or maintenance of any employment or benefit plan, program or agreement or arrangement provided by Seller under or any Contract that arises related entity after the Acquisition DateApplicable Closing Date and (vi) any liability, but that arises out of any breach thereof by Seller that occurred on responsibility or prior to the Acquisition Date; obligation for (cA) Any Liability for Taxes of Seller or any Memberof its Affiliates or (B) Taxes attributable to the OMEGA Assets, including (i) Wrap Assets or Final Closing Assets, as the case may be, relating to any Taxes arising as a result period or any portion of Seller’s operation of the Business or ownership of the Assets occurring on or any period ending prior to the Acquisition Date, (ii) Applicable Closing Date for such assets including any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability upon or arising out of the distribution or relating other transfer by any Seller Entity to obligations owed to Members Seller or Seller’s credit facilities or for the account of any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation Affiliate of the Business or Seller’s leasing or operation of real property occurring on or prior Seller Investments as contemplated by Section 6.01. Subject to the Acquisition Date; (f) Any Liability under Section 2.09, Seller hereby agrees to pay, perform and discharge when due, any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part and all of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateExcluded Liabilities.

Assumed Liabilities; Excluded Liabilities. Except for (a) Upon the liabilities of Seller relating terms and subject to the Business conditions set forth on Schedule 3 in this Agreement, at the Closing, Buyers shall assume and agree to pay, perform and discharge when due in accordance with their respective terms only the following Liabilities of Sellers (collectively, the “Assumed Liabilities”), which Purchaser agrees and no other Liabilities: (i) all Liabilities under the Assumed Contracts to assumethe extent such Liabilities relate to periods occurring at or after the Effective Time or events or circumstances first occurring at or after the Effective Time (provided, Purchaser does however, that a Liability shall not assumebe deemed to relate to such periods, agree events or circumstances merely because a related Proceeding is brought after the Effective Time with respect to perform events or dischargecircumstances occurring prior to the Effective Time), indemnify Seller againstto the extent assigned and to the extent such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation (or any event that with or without notice or lapse of time, or otherwise have both, would constitute a failure to perform, improper performance, warranty or other breach, default or violation) by any responsibility Seller prior to the Effective Time; (ii) all Liabilities relating to the employment by any Buyer or its Affiliates of any Transferring Employee or the engagement of any independent contractor by any Buyer or its Affiliate, in each case first arising at or after the Effective Time, including with respect to any Buyer’s or its Affiliates’ employment, termination of employment, employee benefit plans, compensation and other similar arrangements of any Buyer or its Affiliates and any claims relating thereto to the extent such claims relate solely to such Transferring Employee’s employment with or independent contractor’s service to any Buyer or its Affiliates and in no event shall any Buyer or its Affiliates assume any Liabilities provided for under any Benefit Plan regardless of when made; (iii) all Liabilities (including Environmental Liabilities) arising from or related to any violation of Sellerany Environmental Law to the extent first occurring at or after the Effective Time; (iv) all Liabilities for Taxes relating to the Business, whether fixed the Assets or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, the Assumed Liabilities for any taxable period beginning on or after the date hereof Closing Date and any other Taxes for which Buyers are expressly liable under this Agreement; (v) all Liabilities (including Environmental Liabilities) arising from or related to any Preexisting Environmental Condition, excluding only the costs and expenses associated with the Remediation Activities, and then only until such time as the Retained Contamination at a particular Station Property achieves NFA Status (together with the Liabilities described in clause (iii) above, the “Assumed Environmental Liabilities”); provided, however, that the term “Assumed Environmental Liabilities” (A) shall not include, and Buyers do not assume, any Liabilities (including Environmental Liabilities) of any prior owner or operator of the Business related to Preexisting Environmental Conditions for which a Seller is not directly or indirectly liable; and (B) shall not limit or otherwise affect Buyers’ rights under ARTICLE VIII; and (vi) all other Liabilities arising out of or relating to Buyers’ ownership or operation of the Business or the Assets to the extent such Liabilities relate to periods occurring at or after the Effective Time or events or circumstances first occurring at or after the Effective Time; provided, however, that a Liability shall not be deemed to relate to such events, circumstances or periods merely because a related Proceeding is brought after the Effective Time with respect to events or circumstances occurring prior to the Effective Time. (b) The transaction contemplated by this Agreement is the purchase and sale of assets and not a de facto merger between any of Sellers and Buyers. No Buyer is a successor in interest to any Seller, and neither any Seller nor, except as may be elected by Buyers with respect to certain of the Transferring Employees, any shareholder, officer, director, manager, member or partner of any Seller, as the case may be, shall have any continuing participation in the ownership or management of any of the Assets. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit or any of the Ancillary Agreements to the contrary, and regardless of any disclosure to Buyers, Sellers and Buyers agree that Buyers shall not assume and shall not be responsible to pay, perform or discharge (and Sellers shall retain, pay, perform or otherwise discharge without recourse to Buyers) any Liabilities of either Seller, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentenceforegoing, except to the extent they expressly constitute Assumed Liabilities in Section 2.3(a), the Excluded Liabilities include the followinginclude, without limitation: (ai) Any Liability of Seller all Liabilities arising out of or relating to products of Seller to the extent sold on Sellers’ ownership or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets to the extent such Liabilities arise out of or relate to events, circumstances or periods occurring on or prior to the Acquisition Date, Effective Time; (ii) all Liabilities arising out of or to the extent relating to the Excluded Assets; (iii) all Liabilities (A) to the extent relating to (1) any employee of any Seller or its Affiliates who is not a Transferring Employee and (2) the employment by any Seller or its Affiliates of any Transferring Employee arising from, or related to events, facts or circumstances occurring prior to the Effective Time, including with respect to any Seller’s or its Affiliates employment, termination of employment, employee benefit plans, compensation and other similar arrangements of any Seller or its Affiliates and any claims relating thereto, and (B) to the extent relating to the engagement of any independent contractor by any Seller or its Affiliates arising from, or related to events, facts or circumstances occurring prior to the Effective Time, including with respect to any Seller’s or its Affiliates engagement, termination of engagement, compensation and other similar arrangements of any Seller or its Affiliates and any claims relating thereto; (iv) all Liabilities for Taxes relating to the Business, the Assets or the Assumed Liabilities for any taxable period ending prior to the Closing Date and any other Taxes or portions thereof for which Sellers are expressly liable under this Agreement; (v) all costs and expenses associated with the Remediation Activities until such time as the applicable Retained Contamination at a particular Station Property achieves NFA Status; (vi) all contractual indemnity obligations of Sellers, excluding Assumed Liabilities under the Assumed Contracts or Transferred Permits, relating to requirements of Environmental Law or Environmental Liabilities that will arise as a result Sellers have undertaken in connection with the Business or the Real Property; (vii) all criminal liability of Sellers, including under Environmental Laws; (viii) all Indebtedness of any Seller, except to the extent that any Indebtedness is an Assumed Liability under the Assumed Contracts; (ix) all Liabilities of any Seller arising from or relating to any product warranty or product liability claims relating to goods sold (including any claim alleging damages arising out of the sale of non-temperature corrected fuel), or services rendered, or any property damage or personal injury, whether or not covered by insurance, occurring prior to the Assets Effective Time; (x) all Liabilities under any Assumed Contracts (A) that are not validly and effectively assigned to Buyers pursuant to this Agreement except as otherwise expressly provided Agreement; (B) that do not conform to the representations and warranties of Sellers contained in Section 8(e)3.11; or (C) to the extent such Liabilities arise out of or relate to events, and (iii) any deferred Taxes of any naturecircumstances or periods first occurring prior to the Effective Time; (dxi) Any Liability all Liabilities arising out of from or related to any noncompliance prior to the Effective Time with any Law applicable to any Seller, the Business or the Assets; (xii) all Liabilities arising from or relating to obligations owed to Members any pending or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller threatened Proceeding arising out of or from, relating to or otherwise in respect of the ownership or operation of the Business or Seller’s leasing the Assets by Sellers to the extent such Proceeding relates to such ownership or operation prior to the Effective Time; (xiii) all Liabilities related to a Rejected Property; provided, however, that this Section 2.3(b)(xiii) shall not limit the rights and remedies available to Sellers with respect to damage, destruction of real property or other casualty events occurring on or prior to the Acquisition DateRejected Property to the extent arising from Buyers’ or their Representatives access to, or inspection of, the Rejected Properties and the fixtures and personal property located thereat; (fxiv) Any Liability under any employment, severance, retention all Liabilities arising from or termination agreement of Seller with any employee of Sellerrelating to the dispute described in Schedule 3.9(b)-2; (gxv) Any Liability of Seller all Liabilities arising out of from or relating to any employee or independent contractor grievancethe asbestos-containing materials at Station Property currently known as Corner Store #4552, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreementmore particularly described in Schedule 3.9(b)-1; and (mxvi) Any Liability all Liabilities of Seller based upon Seller’s acts Sellers arising or omissions occurring after incurred in connection with the Acquisition Datenegotiation, preparation, investigation, execution and performance of this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities of Seller Closing, Purchaser shall assume and discharge (i) any and all Liabilities relating to the Assets, and the ownership and operation thereof, arising from and after the Effective Time, (ii) any and all Liabilities under the Assigned Contracts arising from and after the Effective Time (other than to the extent such Liability arose out of a breach that occurred prior to the Effective Time), (iii) any account payable reflected on the Balance Sheet (other than an account payable to the Shareholder) that remains unpaid at and is not delinquent as of the Effective Time, (iv) any account payable (other than a account payable to any Shareholder) incurred by the PPS Business set forth in the ordinary course of business between the date of the Balance Sheet and the Effective Time that remains unpaid at and is not delinquent as of the Effective Time, and (v) any Liability to Seller’s customers incurred by Seller in the ordinary course of business for nondelinquent orders outstanding as of the Effective Time reflected on Schedule 3 Seller’s books (other than to the extent such Liability arose out of a breach that occurred prior to the Effective Time) (the “Assumed Liabilities”), which . (b) Purchaser agrees shall not assume any Liabilities nor shall Purchaser become liable for any Liabilities relating to assume, Purchaser does not assume, agree the operation of the PPS Business prior to perform or discharge, indemnify Seller against, or otherwise have any responsibility for the Effective Time other than the Assumed Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentenceforegoing, the except as expressly provided herein, Excluded Liabilities shall include (i) any Liability for any litigation matter or other third party claim to the following: extent arising from the conduct of the PPS Business prior to the Effective Time; regardless of whether such matter is disclosed on Schedule 3.9 hereto; (aii) Any any Liability for any claims by employees or former employees of Seller concerning acts or omissions of Seller, to the extent such acts or omissions occurred prior to the Effective Time; (iii) any Liability for any insurance premium adjustments (including retroactive adjustments) that may arise from insurance policies in force any time before the Effective Time; or (iv) any Liabilities of Seller for any income or other tax obligations or for any compensation or employee benefit obligations for Seller’s employees or former employees or both arising prior to the Effective Time; (v) any Liability under any employment severance retention or termination agreement with any employee of Seller; (vi) any Liability arising out of or relating to products or services of Seller to the extent sold on such products or services were provided prior to the Acquisition Date except as set forth Effective Time, including without limitation the Issuing Bank Business; (vii) any Liability to ICE LLC related to revenue sharing on Schedule 6(t); (b) Any Liability point of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or sale transactions occurring prior to the Acquisition Date;Effective Time. (c) Any Liability for Taxes of Seller shall pay all stamp, sales, use, employment, property, ad valorem, income, realty transfer, franchise, net worth, intangible, excise, license or any Memberother taxes, including (i) any Taxes arising as a result of Seller’s operation additions to tax, penalties and interest, whether federal, state, local, foreign or other, in respect of the Business or ownership transfer of the Assets occurring on or prior to the Acquisition Datecontemplated by this Agreement. All property and ad valorem taxes, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), leasehold rentals and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or other customarily proratable items relating to the operation of the Business or Seller’s leasing or operation of real property occurring Assets, payable on or after the Effective Time and relating to a period of time both prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring and on or prior to after the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending Effective Time will be prorated as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Effective Time between Purchaser, on the one hand, and Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree on the other hand. If the actual amount of any Governmental Authority; such item is not known as of the Closing Date, the aforesaid proration shall be based on the previous year’s assessment of such item and the parties agree to adjust said proration and pay any underpayment or reimburse any overpayment within thirty (l30) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring days after the Acquisition Dateactual amount becomes known.

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume the Liabilities of Seller relating to the Business set forth Parties specifically identified on Schedule 3 2 (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, which Purchaser agrees to assume, Purchaser does Buyer will not assume, agree to perform or dischargeand Seller Parties will pay, indemnify Seller againstdefend, or otherwise have any responsibility for Liabilities of Sellerdischarge and perform, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredas and when due, and whether arising prior tootherwise retain and remain solely responsible for, on or after all Liabilities that are not expressly included in the date hereof Assumed Liabilities (collectively, the “Excluded Liabilities”), including: (a) any Liability of Seller Parties (including any Indebtedness of Seller Parties); (b) any Liability of any successor or Affiliate of Seller Parties; (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any accounts payable to third parties that remain outstanding as of the Closing); (d) any Liability arising under or in any way related to the Employee Benefit Plans; (e) any Liability that would become a Liability of Buyer as a matter of Law in connection with this Agreement, any agreement executed or delivered in connection herewith, or the transactions contemplated hereby or thereby; (f) without limiting the generality of any of the foregoing, any Liability in respect of Taxes of Seller Parties (or any successor or Affiliate), or any Liability in respect of any Taxes arising from or relating to the Business or the Purchased Assets or ownership or operation thereof for or accruing or arising at any time in respect of any period (or portion thereof) ending on or prior to the Closing; or (g) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets. Without limiting the generality of the preceding sentenceforegoing, it is expressly understood and agreed that unless a Liability is expressly within the Excluded definition of Assumed Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Datethis Section 2, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to neither Buyer nor any of Seller’s members its Affiliates will assume, nor will any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentthem be liable for, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datesuch Liability.

Assumed Liabilities; Excluded Liabilities. Except for the liabilities obligations of Seller MNWD relating to the Business set forth on Schedule 3 Assumed Contracts (the “Assumed Liabilities”defined in Section 3.4) or liabilities arising from incidents and activities (known or unknown), that existed, accrued and/or occurred in whole or in part, during the time that MNWD was a member of SOCWA, which Purchaser MNWD agrees herein to assumeassume notwithstanding being presented after the Closing, Purchaser does the Parties hereby agree and acknowledge that MNWD is not assumeassuming any liabilities of SOCWA other than those expressly stated herein or elsewhere within the 2024 SOCWA Reorganization Agreements, agree to perform and will not be responsible for paying, performing or discharge, indemnify Seller against, or otherwise have discharging any responsibility for Liabilities liability of SellerSOCWA of whatever nature, whether fixed or contingent, known or unknown, matured absolute, contingent, presently in existence or unmaturedarising hereafter and whether or not related to the assets or SOCWA’s business, liquidated or unliquidatedall of which liabilities shall be retained by and remain obligations and liabilities solely of SOCWA and the Remaining Members Agencies, secured or unsecuredas the case may be, and whether arising prior toshall be paid, on or after performed, discharged and otherwise satisfied by SOCWA and the date hereof SOCWA Related Parties as the case may be, promptly as and when due (collectively, the “Excluded Liabilities”). Without limiting the generality Unless this Agreement, or any of the preceding sentenceother 2024 SOCWA Reorganization Agreements, expressly provide otherwise, SOCWA and the SOCWA Related Parties, as the case may be, shall remain responsible for all of their respective Excluded Liabilities include Liabilities, including the following: (a) Any Liability of Seller all liabilities in any way arising out of or relating or incidental or attributable to products the ownership or operation of Seller the RTP or SOCWA’s business by SOCWA or SOCWA Related Parties or attributable to events, circumstances or periods to the extent sold occurring, on or prior to the Acquisition Date except as set forth on Schedule 6(t);Closing Date, including (b1) All notes payable, (2) Any Liability of Seller under any Contract that arises third-party claims (including by governmental authorities) brought after the Acquisition DateClosing Date but attributable to events, but that arises out of any breach thereof by Seller that occurred circumstances or periods occurring, all or in part on or prior to the Acquisition Closing Date; (c3) Any Liability All liabilities for Taxes of Seller a failure to comply with any law, permit or any Memberorder attributable to events, including (i) any Taxes arising as a result of Seller’s operation of the Business circumstances or ownership of the Assets occurring periods occurring, all or in part on or prior to the Acquisition Closing Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes all liabilities arising out of any naturecontract or permit attributable to events, circumstances or periods occurring, all or in part on or prior to the Closing Date; (d4) Any Liability All liabilities arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d)wholly after the Closing Date; (e5) All liabilities in any Liability resulting from the failure to comply with any Environmental Law by Seller way arising out of or relating to the operation Excluded Assets; (6) All liabilities arising out of any contract or permit to which SOCWA or SOCWA Related Parties are a party or by which any of the Business assets or SellerSOCWA’s leasing business are bound; (7) Except as otherwise stated herein or operation in any of real property the other 2024 SOCWA Reorganization Agreements, all indebtedness of any kind or nature of SOCWA or the Remaining Member Agencies, and all liabilities relating to any such indebtedness, including any such liabilities resulting from or relating to the consummation of the transactions contemplated by this Agreement, and any Ancillary Agreements; (8) All liabilities arising from or relating or incidental or attributable to any product warranty or product liability claims relating to goods sold or services rendered, or any bodily injury, illness or death or loss or damage to property, whether or not covered by insurance, occurring on or prior to the Acquisition Closing Date or relating to events, facts or circumstances existing or occurring on or prior to the Closing Date; (f9) Any Liability under All liabilities to or in respect of any current or former owner, director, manager, officer, employee, contract employee, retiree, consultant, independent contractor, subcontractor, distributor or other agent of SOCWA or Remaining Member Agencies, including for wages or other benefits, commission, bonuses (of any nature), sick pay, accrued vacation, workers’ compensation, severance (except for severance that may be owed by MNWD pursuant to the terms of the Withdrawal Agreement), retention, termination, change of control payments, equity grants or promises of equity grants or other payments, compensation or remuneration and all payroll taxes or withholding therefore, whether arising as a result of the consummation of this Agreement or otherwise, in each case including with respect to any employment, termination of employment, benefit plan, severance, retention compensation, incentive, insurance coverage, premium reimbursement and other similar arrangements of or termination agreement with SOCWA or Remaining Member Agencies and any claims or proceedings relating thereto that relate to events, facts or circumstances existing or occurring all or in part on or prior to the Closing Date. Notwithstanding anything in any of Seller with any employee the 2024 SOCWA Reorganization Agreements, MNWD’s proportional share of SellerOPEB or UAL liability related to SOCWA prior to the Closing Date is not an Excluded Liability; (g10) Any All liabilities for any pending or threatened claim or proceeding existing all or in part prior to the Closing Date or arising from, relating or incidental or attributable to or otherwise in respect of the ownership or operation of the RTP by RTP Original Members and/or SOCWA all or in part on or prior to the Closing Date or otherwise arising out of or attributable to any actions or omissions of SOCWA or Remaining Member Agencies shall remain a liability of SOCWA for which MNWD will have its proportional liability, to include the “Pre-Closing Liability for MNWD”. MNWD will have responsibility for all claims arising from, relating or incidental or attributable to or otherwise in respect of Seller the ownership or operation of the RTP after the Closing Date, except for any claims addressed in Section 2(c) in the RTP Solids Handling Agreement; (11) All liabilities or accounts between SOCWA and SOCWA Related Parties; (12) Except for those costs mutually agreed upon in writing to be paid by MNWD, all liabilities of SOCWA or SOCWA Related Parties arising under or incurred in connection with the authorization, negotiation, preparation, investigation, performance and consummation of the transaction documents and the transactions contemplated hereunder, including all fees and expenses of counsel, accountants, consultants, brokers and financial and other professional advisers; and (13) All liabilities arising out of or relating to any employee liens, litigation or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring proceedings on or prior to the Acquisition Date; (h) Any Liability to distribute related to any of Seller’s members any part of the consideration received hereunder;RTP assets. (ib) Any Liability For purposes of Seller based upon clarity, the operations of the Business Excluded Liabilities in Section 3.1 and 3.3 are retained by Seller on or prior RTP Original Members and/or SOCWA, as appropriate except to the Acquisition Date arising out extent such excluded liabilities arise from incidents and activities (known or unknown), that existed, accrued and/or occurred in whole or in part, during the time that MNWD was a member of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateSOCWA.

Assumed Liabilities; Excluded Liabilities. Except for On the liabilities terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will assume the Liabilities of Seller relating to the Business set forth specifically identified on Schedule 3 1.3 (collectively, the “Assumed Liabilities”), which Purchaser agrees to assume. Except for the Assumed Liabilities, Purchaser does will not assume, agree to perform or dischargeand Seller will pay, indemnify Seller againstdefend, or otherwise have any responsibility for Liabilities of Sellerdischarge and perform, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredas and when due, and whether arising prior tootherwise retain and remain solely responsible for, on or after all Liabilities that are not expressly included in the date hereof Assumed Liabilities (collectively, the “Excluded Liabilities”), including: (a) any Liability of Seller (including any Indebtedness of Seller and any Liability of Seller for any financial advisory, brokerage or finder’s fee or commission in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby), (b) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and the failure by Seller or any of its Affiliates to comply with any applicable Law or maintain or comply with any Permit), (d) any Liability arising under or in any way related to the Employee Benefit Plans, (f) without limiting the generality of any of the foregoing, any Liability for (i) any Taxes of Seller (or any member, shareholder, Affiliate or representative of Seller) or relating to the Business, the Purchased Assets, or the Assumed Liabilities for any Taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) and, with respect to any Tax period beginning before and ending after the day before the Closing Date (or portion thereof) (a “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Seller (including any Transfer Taxes, as defined in Section 6.4(a)), or (iii) other Taxes of Seller (or any shareholder, member, Affiliate or representative of the Seller) that become a liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract of law, (g) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and (h) any Transaction Expenses incurred by Seller (or any member, shareholder, Affiliate or representative of Seller). Without limiting the generality of the preceding sentenceforegoing, it is expressly understood and agreed that unless a Liability is expressly within the Excluded definition of Assumed Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Datethis Section 1.3, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to neither Purchaser nor any of Seller’s members its Affiliates will assume, nor will any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgmentthem be liable for, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Datesuch Liability.

Assumed Liabilities; Excluded Liabilities. Except ( a ) After Closing (as defined in Article II below), Buyer will assume and be responsible and liable for all obligations and liabilities arising from the ownership, occupancy, possession, use or operation of the Purchased Assets, Easement Rights, Permits and New Permits from and after the Closing Date, including but not limited to: (i) all obligations, liabilities or costs associated with operating, maintaining, replacing, rebuilding or reconstructing the Purchased Assets arising on or after the Closing Date; (ii) all obligations or liabilities under any amendments, modifications, extensions or renewals of Seller relating any existing Permits arising on or after the Closing Date; (iii) all obligations to comply with, and all liabilities associated with or arising from the Permits and any other permits, licenses, exemptions, allowances and approvals obtained or required in connection with the Purchased Assets arising on or after the Closing Date; and (iv) all obligations or liabilities for any environmental compliance or remediation required by any governmental authority, including any court, applicable to the Business set forth Purchased Assets, Easement Rights and/or the Permits for events occurring or arising on Schedule 3 or after the Closing Date (the “Assumed Liabilities”). ( b ) S e l l e r s h a l l r e m a i n responsible and liable for all obligations and liabilities arising from the ownership, which Purchaser agrees occupancy, possession, use or operation of the Purchased Assets, Easement Rights, Permits and New Permits prior to assumethe Closing Date, Purchaser does including but not assumelimited to: (i) all obligations, agree liabilities or costs associated with operating, maintaining, replacing, rebuilding or reconstructing the Purchased Assets arising prior to perform the Closing Date; (ii) all obligations or dischargeliabilities under any amendments, indemnify Seller againstmodifications, extensions or otherwise have renewals of any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredexisting Permits arising prior to the Closing Date; (iii) all obligations to comply with, and whether all liabilities associated with or arising from the Permits and any other permits, licenses, exemptions, allowances and approvals obtained or required in connection with the Purchased Assets arising prior toto the Closing Date; and (iv) all obligations or liabilities for any environmental compliance or remediation required by any governmental authority, on including any court, applicable to the Purchased Assets, Easement Rights and/or the Permits for events occurring or after arising prior to the date hereof Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition Date.

Assumed Liabilities; Excluded Liabilities. Except (a) Upon the terms and subject to the conditions of this Agreement and as part of the consideration for the Purchased Assets, at the Closing, Buyer shall assume and agree to pay, perform, discharge and satisfy, as and when due, only the following liabilities and obligations of the Seller relating to the Business set forth on Schedule 3 (the “Assumed Liabilities”), which Purchaser agrees and no other liabilities or obligations: (i) any liabilities and obligations resulting from or arising out of the Purchased Assets (other than the Assigned Contracts), but only to assumethe extent that such liabilities and obligations, Purchaser does whether accrued or unaccrued, absolute or contingent, known or unknown or otherwise, (i) arise or accrue from events, facts or circumstances first existing or occurring after the Effective Time and (ii) do not relate to or arise as a result of any condition or any failure to perform, improper performance, breach of warranty or other breach, default or violation by the Seller on or prior to the Effective Time; (ii) any liabilities and obligations resulting from or arising out of the Assigned Contracts but only to the extent such liabilities and obligations, whether accrued or unaccrued, absolute or contingent, known or unknown or otherwise (A) accrue or are to be performed after the Effective Time, and (B) do not relate to or arise as a result of any failure to perform, improper performance, breach of warranty or other breach, default or violation by the Seller on or prior to the Effective Time or as a consequence of Closing; (iii) the trade and other accounts payable by the Seller as of the Effective Time that are (A) unpaid and not delinquent as of the Closing and (B) included in the determination of the Estimated Net Working Capital, as adjusted by the determination of the Final Net Working Capital; (iv) any liability or obligation with respect to customer deposits to the extent included in the Purchased Assets and included in the determination of the Estimated Net Working Capital, as adjusted by the determination of the Final Net Working Capital; and (v) subject to Section 6.08, any liabilities and obligations in respect of the Transferred Employees, but only to the extent such liabilities and obligations arise or accrue from events, facts or circumstances first existing or occurring after the Effective Time. (b) Notwithstanding any provision in this Agreement or any other document or instrument to the contrary, it is expressly agreed that Buyer shall not assume, agree and shall have no liability or obligation (by execution of this Agreement or any Transaction Document, by operation of Law or otherwise) to perform pay, perform, discharge or dischargesatisfy, indemnify any liabilities and obligations of the Seller againstor any of its Affiliates of any nature, kind or otherwise have any responsibility for Liabilities of Sellerdescription whatsoever, whether fixed accrued or unaccrued, absolute or contingent, known or unknown, asserted or unasserted, matured or unmatured, liquidated unmatured or unliquidated, secured or unsecuredotherwise, and whether in existence as of the Closing Date or arising prior tothereafter, on or after other than the date hereof Assumed Liabilities (collectively, the “Excluded Liabilities”), it being expressly acknowledged and agreed that the Excluded Liabilities shall be retained, paid, performed, discharged and satisfied solely by the Seller and its Affiliates. Without limiting the generality of the preceding sentenceforegoing, the Excluded Liabilities shall include the following: (ai) Any Liability any liabilities and obligations resulting from or arising out of the Purchased Assets or the Business to the extent that such liabilities or obligations, whether accrued or unaccrued, absolute or contingent, known or unknown or otherwise (A) accrue or arise from any events, facts or circumstances existing or occurring, on or prior to the Effective Time or (B) relate to any condition or any failure to perform, improper performance, breach of warranty or other breach, default or violation by the Seller on or prior to the Effective Time; (ii) any liabilities and obligations of the Seller or any of its Affiliates arising out of or relating to or in respect of (A) claims by or compensation or benefits with respect to any current or former employee of or other service provider to the Seller or any of its Affiliates, or any individual claiming to be or deemed to be or to have been an employee of or other service provider to the Seller or its Affiliates (including liabilities and obligations relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, healthcare benefits or other benefits), (B) any Benefit Plan, (C) the bonuses payable to Xxxxxxx X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxx as described in Schedule 4.06(f), or (D) any failure, through any act or omission, to comply with the requirements of COBRA, including any Tax liability or obligation relating thereto; (iii) any liabilities and obligations of the Seller and any of its Affiliates under any Contract of the Seller that is not an Assigned Contract; (iv) any liabilities and obligations of the Seller and any of its Affiliates resulting from or arising out of any of the Excluded Assets; (v) any liabilities and obligations of the Seller arising out of or resulting from any and all Indebtedness (other than the obligations of the capitalized leases included in the Assigned Contracts) of the Seller or any of its Affiliates or relating to the Business, any of the Purchased Assets, the Drilling Business or any of the Excluded Assets; (vi) any liabilities and obligations of the Seller owed to (A) Buyer with respect to any business conducted by and between Buyer and Seller prior to the Effective Time in the Ordinary Course of Business, and (B) any of its Affiliates; (vii) any liability or obligation for any and all Taxes of the Seller for any taxable period, including Taxes pertaining to or attributable to the Business or the Purchased Assets for any period (or portion thereof as determined pursuant to Section 6.04(a)) that ends on or before the Closing Date (including any and all such Taxes for which liability is or may be sought to be imposed on Buyer with respect to the matters identified on Schedule 4.19(a)(i) and Schedule 4.19(c) or under any successor liability, transferee liability or similar provision of any applicable federal, foreign, state or local Law); (viii) any liability or obligation, including customer warranty claims, arising out of or relating to products of sold or services provided by the Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Closing Date; (c) Any Liability for Taxes of Seller or any Member, including (iix) any Taxes arising as a result of Seller’s operation of the Business liability or ownership of the Assets occurring on obligation to pay for any goods, products or prior services shipped, delivered or provided to the Acquisition Date, (ii) Seller and any Taxes that will arise as a result of trade or other accounts payable by the sale of the Assets pursuant to this Agreement Seller except as otherwise expressly provided in Section 8(e), and (iii2.03(a)(iii) any deferred Taxes of any natureabove; (dx) Any Liability any liability or obligation arising out of or relating to obligations owed to Members any violation of, or Seller’s credit facilities noncompliance with, any applicable Law (including any Environmental Law) or Governmental Order either (A) by the Seller or any security interest related thereto except as set forth on Schedule 3(d); of its Affiliates or (eB) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation Business or the Purchased Assets, to the extent occurring or accruing on or prior to the Closing Date; (xi) any liability or obligation arising out or relating to (A) any environmental conditions on the Real Property existing on or prior to the Closing Date; (B) the treatment, storage, transportation, disposal or arrangement for disposal of any rubbish, garbage, solid waste, paper or non-Hazardous Material or Hazardous Material by or on behalf of the Business or Seller’s leasing or operation of real property Seller and occurring on or prior to the Acquisition Closing Date (without regard to whether any of the foregoing then was in violation of any applicable Environmental Law); or (C) any remedial obligation under any applicable Environmental Law attributable to the Business or the Purchased Assets on or prior to the Closing Date; (fxii) Any Liability under any employmentliability or obligation of, severancerelating to or attributable to the Seller or any of its Affiliates, retention the Business or termination agreement the Purchased Assets, which liabilities or obligations arise out of or relate to any Legal Proceeding that is (A) pending as of the Closing Date (whether or not described in the Seller with any employee of Seller; Disclosure Schedule) or (gB) Any Liability of Seller commenced on or after the Closing Date to the extent arising out of or relating to any employee fact, circumstance, occurrence or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring event happening on or prior to the Acquisition Closing Date; (hxiii) Any Liability to distribute to any liability or obligation of the Seller or any of Seller’s members its Affiliates to indemnify any part Person by reason of the consideration received hereunderfact that such Person was a director, manager, partner, officer, employee, agent, representative or Affiliate of the Seller or any of its Affiliates or was serving at the request of the Seller or any of its Affiliates as a trustee, director, manager, partner, officer, employee, agent or representative of any other Person; (ixiv) Any Liability of Seller based upon the operations of the Business by Seller on any liability or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller obligation arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreementrelating to the matters described in Schedule 4.13(a); and (mxv) Any Liability any liability or obligation of the Seller based upon Seller’s acts or omissions occurring after any of its Affiliates arising out of the Acquisition Dateexecution and performance of this Agreement and/or any of the Transaction Documents.

Assumed Liabilities; Excluded Liabilities. Except for (a) At the liabilities Closing, Buyer shall assume and shall agree to pay, defend, discharge and perform as and when due and performable by appropriate instruments in a form reasonably satisfactory to the Parties only the following specific Liabilities of Seller the Company, except to the extent that any of the following constitute Excluded Liabilities: (i) all Liabilities of the Company under each Purchased Contract listed on Schedule 2.1(a)(vi) (other than (A) Liabilities attributable to any failure or alleged failure by the Company to comply with the terms thereof prior to the Closing (other than Liabilities arising under a Purchased Contract entered into in the ordinary course of business and relating to on-going service, warranty and other similar obligations of the Business Company that do not otherwise constitute Excluded Liabilities) or (B) Liabilities of the Company under each Excluded Contract); (ii) all accounts payable related to the EyeTel/Digiscope Business, but only to the Persons and in the amounts listed on Schedule 2.2(a)(ii) and up to an aggregate additional $10,000 of any other accounts payable incurred in the ordinary course of business and not set forth on Schedule 3 2.2(a)(ii); (iii) the “Assumed Liabilities”)sale and delivery of products related to the EyeTel/Digiscope Business not shipped prior to the Closing under the Contracts that were accepted or made prior to the Closing Date; (iv) the leases or subleases, which Purchaser agrees related to assumethe EyeTel/Digiscope Business for each of the Leased Real Properties, Purchaser does not assume, agree subject to perform or discharge, indemnify Seller against, or otherwise have any responsibility for Liabilities the terms of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredthe Lease Assignment, and whether arising prior toall leases or rental agreements, related to the EyeTel/Digiscope Business of the Company covering machinery, equipment, tools, supplies, furniture and fixtures, automobiles and trucks and other fixed assets, as set forth on Schedule 2.1(a)(iii) or Schedule 2.1(a)(v); (v) all Litigation and Claims related to the EyeTel/Digiscope Business made or commenced on or after the date hereof Closing Date resulting from actual or alleged harm, injury or damage to persons, property or business by any product occurring on or after the Closing Date; (collectively, the “vi) except with respect to Excluded Liabilities”). Without limiting , all Litigation, Claims and Governmental Orders relating to the generality of EyeTel/Digiscope Business entered or instituted against the preceding sentence, Company after the Excluded Liabilities include the following: (a) Any Liability of Seller Closing Date arising out of or relating to products of Seller to the extent sold facts and circumstances occurring on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Closing Date; (c) Any Liability for Taxes of Seller or any Member, including (ivii) any Taxes arising as a result of Seller’s operation and all express or implied warranties of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or Company relating to the operation EyeTel/Digiscope Business, including obligations to repair, replace, rework or to make refunds of the Business amounts paid for Products sold, shipped or Seller’s leasing or operation of real property occurring distributed, both prior to and on or prior to after the Acquisition Closing Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (mviii) Any Liability of Seller based upon Seller’s acts the recall, notification, retrofit or omissions occurring other post-manufacture remedial or corrective actions relating to Products sold, shipped or distributed both prior to and on or after the Acquisition Closing Date. All of the Liabilities specifically described above in this Section 2.2(a) are individually and collectively referred to as the “Assumed Liabilities.” The assumption of Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under Contracts or other arrangements with Buyer or the Company, and nothing herein shall prevent any Party from, in good faith, contesting with any third party any of said liabilities or obligations.

Assumed Liabilities; Excluded Liabilities. Except (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall accept, assume and agree to pay, perform, fulfill and discharge when due any and all Assumed Liabilities. Following the Closing, Buyer shall be responsible for all Assumed Liabilities, regardless of when or where such Assumed Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Closing Date, regardless of where or against whom such Assumed Liabilities are asserted or determined or whether asserted or determined prior to the Agreement Date. Buyer shall not be released from any Liability hereunder if it assigns any of its rights or Liabilities hereunder to any of its Affiliates. Buyer shall indemnify Seller for the liabilities performance by Seller or any of its Subsidiaries of any Assumed Liability, including any Assumed Liability that Seller relating or its Subsidiaries performs due to applicable obligee’s exercise of its lawful rights not to accept the performance of such Assumed Liability by, or on behalf of, Buyer or any of its Affiliates, subject to, and in accordance with, Article 9. Notwithstanding the foregoing or anything in this Agreement to the Business set forth on Schedule 3 contrary, (i) nothing contained in this Agreement shall require Buyer or its Affiliates to pay, perform or satisfy any of the Assumed Liabilities so long as Buyer or its Affiliates shall in good faith contest, or cause to be contested, with the relevant third party that is the obligee of such Assumed Liability the amount or validity thereof or shall in good faith assert any defense or offset thereto, and (ii) the fact that a Liability may fall under the definition of “Assumed Liabilities”)” and may have been assumed by Buyer or its Affiliates hereunder shall not in any respect prevent Buyer or any other Buyer Indemnified Party from seeking or receiving indemnification hereunder with respect to such Liability to the extent such Person is entitled to indemnification with respect to such Liability or obligation pursuant to the terms of Article 9. (b) The Parties agree that, which Purchaser agrees to except for the Assumed Liabilities, Buyer shall not accept, assume, Purchaser does not assumepay, agree to perform perform, fulfill or discharge, indemnify Seller against, discharge or otherwise have any responsibility for Liability for, any Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether arising prior to, on or after the date hereof (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or relating to products of Seller to the extent sold on or prior to the Acquisition Date except as set forth on Schedule 6(t); (b) Any Liability of Seller under any Contract that arises after the Acquisition Date, but that arises out of any breach thereof by Seller that occurred on or prior to the Acquisition Date; (c) Any Liability for Taxes of Seller or any Member, including Affiliate of Seller (i) any Taxes arising as a result of Seller’s operation of the Business whether now existing or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(ehereafter arising), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employmentand its Affiliates shall retain, severanceand shall be solely responsible and liable for paying, retention or termination agreement performing, fulfilling and discharging when due, all such other Liabilities of Seller with any employee of Seller; (g) Any Liability of Seller arising out of or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to its Affiliates and the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; (i) Any Liability of Seller based upon the operations of the Business by Seller on or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateExcluded Liabilities.

Assumed Liabilities; Excluded Liabilities. Except (a) The KO Buyers shall purchase the Assets (including the Purchased Company and the Subsidiaries) free and clear of any liabilities or obligations whatsoever, except for the following (the "Assumed Liabilities " and, together with the Assets, the "Purchased Businesses"): (i) all liabilities of Seller relating to the Business Plants, but only to the extent such liabilities are both (A) reflected and adequately reserved against in the balance sheets of the Plants as of the Threshold Closing as prepared in accordance with Section 1.04, and (B) have been incurred in the ordinary course of the business of the Plants and consistent with past practices and are consistent in all material respects in nature and amount with the liabilities reflected and adequately reserved against in the balance sheets of the Plants included as Schedule 1.06 (a) (i) (the "Plant Balance Sheets"); (ii) all liabilities and obligations under (A) the bottling and distribution agreements set forth on Schedule 3 2.20(c) (the “Assumed Liabilities”"Bottling and Distribution Agreements"), which Purchaser agrees to assume, Purchaser does not assume, agree to perform or discharge, indemnify Seller against, or otherwise have including any responsibility for Liabilities of Seller, whether fixed or contingent, known or unknown, matured or unmatured, liquidated or unliquidated, secured or unsecuredmarketing commitments with respect thereto (other than the Supplemental Contributions (as defined in Section 9.01(a)(ix)), and whether arising prior to(B) any Contracts relating to the Plants, on or in each case of clauses (A) and (B) in respect only of periods after the date hereof (collectivelyApplicable Closing, and in addition in the “Excluded Liabilities”). Without limiting the generality case of the preceding sentence, the Excluded Liabilities include the following: (a) Any Liability of Seller arising out of or marketing commitments and Contracts relating to products of Seller the Plants only to the extent sold entered into in the ordinary course of business consistent with past practice or disclosed on or prior to Schedule 1.06(a)(ii); (iii) all liabilities and obligations in respect only of periods after the Acquisition Date except as Applicable Closing under the real property lease agreements set forth on Schedule 6(t1.06(a)(iii) (the "Assumed Leases"); (iv) any Assumed Debt, to the extent included in the calculation of the Final Purchase Price; (v) all liabilities and obligations in respect only of periods after the Applicable Closing under any furniture or equipment leases relating to the beverages business of CS and its Affiliates outside the United States, but only to the extent KO elects to assume any such liabilities or obligations under Section 5.29; and (vi) all liabilities and obligations to the extent specifically provided to be assumed by KO in Sections 5.06 and 5.31(a). (b) Any Liability of Seller under Except as set forth in Section 1.06(a) or Section 9.02(a)(v), the KO Buyers shall not be liable for or responsible for any Contract that arises after the Acquisition Date, but that arises out liabilities or obligations whatsoever in respect of any breach thereof by Seller that occurred on events, circumstances, conditions or facts prior to the Acquisition Date; (c) Any Liability for Taxes Applicable Closing Date of Seller or any Member, including (i) any Taxes arising as a result of Seller’s operation of the Business or ownership of the Assets occurring on or prior to the Acquisition Date, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement except as otherwise expressly provided in Section 8(e), and (iii) any deferred Taxes of any nature; (d) Any Liability arising out of or relating to obligations owed to Members or Seller’s credit facilities or any security interest related thereto except as set forth on Schedule 3(d); (e) any Liability resulting from the failure to comply with any Environmental Law by Seller arising out of or relating to the operation of the Business or Seller’s leasing or operation of real property occurring on or prior to the Acquisition Date; (f) Any Liability under any employment, severance, retention or termination agreement of Seller with any employee of Seller; (g) Any Liability of Seller arising out of Purchased Businesses or relating to any employee or independent contractor grievance, including those under any employment, severance, retention or termination agreement of Seller, arising out of facts occurring on or prior to the Acquisition Date; (h) Any Liability to distribute to any of Seller’s members any part of the consideration received hereunder; Assets or CS's beverages businesses or other businesses, whether accrued, absolute, contingent, known, unknown or otherwise (i) Any Liability of Seller based upon the operations "Excluded Liabilities"). CS shall be responsible for, shall assume and shall retain all such Excluded Liabilities (whether or not any such Excluded Liabilities are liabilities or obligations of the Business by Seller on Purchased Company or prior to the Acquisition Date arising out of any Proceeding to which Seller is a party pending as of the Acquisition Date; (j) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any Applicable Law; (k) Any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with any judgment, order, writ, prohibition, injunction or decree of any Governmental Authority; (l) Any Liability of Seller under this Agreement; and (m) Any Liability of Seller based upon Seller’s acts or omissions occurring after the Acquisition DateSubsidiaries).