Common use of Excluded Liabilities and Obligations Clause in Contracts

Excluded Liabilities and Obligations. The Buyer shall not assume and shall not be liable or responsible for any obligations or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities of the Business, the Company or any Affiliate thereof, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"): (a) Indebtedness owing to any Person; (b) all Contracts of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes of any kind accrued in, or allocated to, the period prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributions; (d) fees or obligations owing to the Company's Chapter 11 Professionals; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closing.

Excluded Liabilities and Obligations. The Buyer shall not assume and shall not be liable or responsible for any obligations or liabilities of the Company unless specifically other than as set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities of the Business, the Company or any Affiliate thereof, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise (the "“Excluded Liabilities and Obligations"”): (a) Indebtedness indebtedness owing to any Person, to the extent such indebtedness accrued prior to Closing; (b) all Contracts Taxes of the Company of any kind (other than sales Tax liabilities relating exclusively to services provided and products sold after the Assumed Closing pursuant to the terms of the Transferred Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes of any kind accrued in, or allocated to, the period prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributions; (d) fees or obligations owing to the Company's Chapter 11 Professionals; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans benefit plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), contract; (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments severance payments or other amounts payable solely as a result of to the sale of the Business by the Company to Company's employees under employment contracts or otherwise; and and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (id) the Company Closing Costs; (je) except for the liabilities other than as specifically set forth on and assumed pursuant in the definition of Assumed Liabilities with respect to a separate instrument to be delivered by Buyer at Closingcertain Transferred Contracts, all liabilities and obligations relating to or arising out Affiliates of the NetSuite Agreement; (k) all liabilities Company, officers, managers, directors, stockholders and obligations to stockholders, officers and directors creditors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (lf) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP other than as specifically set forth in the definition of Assumed Liabilities, the failure all accounts payable of the Company including any payables to comply with any Environmental photographers and Safety Requirementsvideographers arising from services commissioned by Company for Work in Progress provided in relation to weddings occurring on or before January 15, or the presence of any Hazardous Materials2013; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (pg) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholdermanager, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (rh) all liabilities and obligations for returns, product liability and product warranty for products relating to Goods or Services provided or sold by or on behalf of the Company prior to the ClosingClosing or in conjunction with Work In Progress customer contracts (other than as specifically set forth in the definition of Assumed Liabilities).

Excluded Liabilities and Obligations. The Except as expressly set forth in Section 1.4 above, the Buyer shall not assume and shall not be liable or responsible for any obligations debt, obligation, or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities liability of the Business, the Company Seller, the Subsidiary or any Affiliate thereofother affiliate of the Seller, or any claim against any of the foregoing, of any kind, whether known or unknown, fixed, contingent, absolute absolute, or otherwise (the "Excluded Liabilities and Obligations"): (a) Indebtedness owing to any Person; (b) all Contracts ). Without limiting the generality of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectivelyforegoing, the "Excluded Contracts"); (c) Taxes of any kind accrued inBuyer shall not assume, undertake, or allocated accept, and shall have no responsibility with respect to, the period following liabilities or obligations, all of which shall be Excluded Liabilities and Obligations: a) Liabilities and obligations related to or arising from transactions with any affiliate of the Seller, including interdivisional, intracompany, or intercompany payables, obligations, or agreements; b) Liabilities and obligations for taxes of any kind, howsoever denominated, including federal, state, and local taxes on income, sales, and use; ad valorem duties and assessments; worker's compensation; unemployment taxes; excise taxes; FICA contributions; payroll taxes; profit sharing deductions; and all taxes and charges related to or arising from the transfers contemplated hereby; c) Liabilities and obligations for damage or injury (real or alleged) to person or property arising from the ownership, possession, or use of any product designed, manufactured, assembled, installed, processed, treated, distributed, sold, or serviced or any service rendered by the Seller through the Closing Date; d) Any liabilities for the Seller's or the Subsidiary's breach or default prior to Closing under any contract or agreement assigned to the Buyer hereunder; e) Liabilities and obligations of the Seller or the Subsidiary with respect to any litigation, action, proceeding, or investigation; any legal, administrative, arbitration, or other method of settling disputes or disagreements; or any governmental investigations, if any, pending at the Closing or threatened on or prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributions; (d) fees or obligations owing to the Company's Chapter 11 Professionals; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable after Closing solely as a result of the sale events occurring prior to Closing; f) Any liability of the Business by Seller or the Company Subsidiary as a result of any act, omission, or event occurring prior to employees under employment contracts the Closing Date, whether or otherwisenot the related cause of action or damage occurred after the Closing Date; and (iiig) any claim brought by any employee Any liability or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of Seller or the fact that such Person was a directorSubsidiary arising from, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior under any excluded asset referred to in Section 1.2. After the Closing, the Seller shall (and shall cause the Subsidiary to) discharge and satisfy in full when due all Excluded Liabilities and Obligations which are not specifically assumed by the Buyer pursuant to Section 1.4.

Excluded Liabilities and Obligations. The Except for the Assumed Liabilities as provided in Section 4.1 hereof, Acquisition Sub and Buyer shall not assume have no liability or obligation to pay, and Seller shall not be liable or responsible for any retain and timely pay, perform, and discharge all debts, liabilities, and obligations or liabilities of the Company unless specifically set forth in Section 1.4Seller, which excluded liabilities include, but are not limited to, the following obligations or liabilities of whether relating to the Business, the Company or any Affiliate thereofPurchased Assets, or any claim against any otherwise, and arising or accruing prior to the Closing Date, including, without limitation, the following: (i) All liabilities and obligations of Seller accrued since its inception through the Closing Date for the Transferred Personnel, the Key Employees, Contracted Employees, and Contractors including, if any, all earned but unpaid vacations, holidays, and bonuses; all liabilities and obligations of Seller accrued since its inception and continuing after the Closing Date for the employees of Seller who Buyer or Acquisition Sub does not hire, including all unearned but unpaid vacations, holidays, and bonuses, and severance obligations of Seller, if any; and all liabilities and obligations of Seller under or arising out of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise contracts listed on Schedules 5.17(a) and (the "Excluded Liabilities and Obligations"): (a) Indebtedness owing to any Personb); (bii) all Contracts All liabilities and obligations of Seller with respect to any claim, demand, cause of action, suit, proceeding, judgment, loss, liability, damage, or expense against Seller, including any claim, demand, cause of action, suit, proceeding, judgment, loss, liability damage or expense arising out of the Company other than the Assumed Contracts, including those matters set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts")5.6; (ciii) Taxes All obligations and liabilities of any kind Seller to third parties under the leases, rental agreements, licenses, registrations, and other contracts set forth on Schedule 2.1(iv), (v) and (vi) attached hereto and made a part hereof, to the extent such obligations and liabilities first became accrued in, or allocated to, the period and payable prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionsClosing Date; (div) fees or All obligations owing and liabilities of Seller to third parties with respect to the Company's Chapter 11 ProfessionalsExcluded Assets; (ev) all All obligations and liabilities relating of Seller and Seller Shareholders or any affiliate, person or entity which accrued prior to or arising out of customer prepayments to and deposits with the CompanyClosing Date; (fvi) Taxes All accounts payable of any kind accrued or imposed in connection with Seller as of the Chapter 11 Case, including Taxes relating to the discharge of debtClosing Date; (gvii) all accounts payable not specifically included as Assumed LiabilitiesAny other debt, liability, or obligation of Seller which accrued prior to the Closing Date; (hviii) all liabilities All income taxes, payroll taxes, statutory federal, state, and obligations arising out local taxes and any taxes which may become due on the account of Seller by virtue of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination operation of the Company's pension plan)Business prior to the Closing Date, (ii) except as provided a change in Section 5.16(b) below, retention bonuses, Severance Payments Seller’s accounting method or other amounts payable solely as a result of the sale of the Business contemplated by the Company to employees under employment contracts or otherwisethis Agreement; and (iiiix) any claim brought by any employee or former employee arising out All amounts payable under the Iowa Department of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materials; (m) all liabilities Economic Development Entrepreneurial Ventures Assistance Program pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a directoragreement made February 19, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closing2004.

Excluded Liabilities and Obligations. The Buyer Buyers shall not be the successor to Sellers, and except as expressly set forth in Section 2.4 above, Buyers shall not assume and shall not be liable or responsible for any obligations debt, obligation or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities liability of the Business, the Company Sellers or any Affiliate thereofof Sellers or related to the Purchased Assets, the Business, the facilities from which the Business is or was conducted, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute absolute, or otherwise all of which are retained by Sellers (the "“Excluded Liabilities and Obligations"):Liabilities”). Without limiting the foregoing, the term “Excluded Liabilities” shall include: (a) Indebtedness owing liabilities and obligations related to or arising from transactions between Sellers or with any PersonAffiliate of Sellers, including any inter-company payables; (b) all Contracts subject to Section 13.3, liabilities and obligations for Taxes (as defined below) of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts")any kind; (c) Taxes liabilities and obligations for damage or injury (real or alleged) to person or property arising from the ownership, possession or use of any kind accrued inproduct manufactured, assembled, processed, treated, distributed, sold or serviced, directly or indirectly, or allocated to, any service rendered by Sellers through the period prior to the ClosingClosing Date, including federal, state any product liability and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionsproduct warranty claims; (d) fees liabilities and obligations to employees, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or benefits, and all other liabilities and obligations owing to employees arising from events or occurrences through the Company's Chapter 11 ProfessionalsClosing Date; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating except to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all extent expressly provided to the contrary in Article VII below, liabilities and obligations arising out of the from or relating to claims or liabilities for benefits or pay under any Benefit Plan, including Sellers’ compensation policies, individual employment of any individual by the Company contracts or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans collective bargaining agreements, or any employment contract (severance payment, including those related to any unfunded pension liabilities and costs associated with alleged termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable employment solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employmenttransactions contemplated hereby including WARN Act liabilities; (if) subject to Section 13.3, liabilities and obligations for expenses, Taxes or fees incurred by Sellers, incidental to the Company Closing Costspreparation of this Agreement, preparation or delivery of materials or information requested by Buyers, and the consummation of the transactions contemplated hereby, including all broker, counsel and accounting fees and sales, stamp, or transfer Taxes; (jg) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out from litigation or any other disputes with third parties, if any, pending at the Closing or, to the knowledge of each of Sellers, threatened, on or prior to the Closing Date, including those matters set forth on Section 4.14 of the NetSuite AgreementDisclosure Letter and Section 4.24 of the Disclosure Letter; (h) liabilities and obligations related to Excluded Assets; (i) any liabilities or obligations arising from the failure to obtain the consent of the Industrial Development Agency (Ireland) Limited to assign the Grant Agreement dated August 25, 2000 between the Industrial Development Agency (Ireland) Limited and Irish Seller to Irish Buyer; (j) liabilities and obligations due to products sold or services rendered by Sellers or any of its predecessors or Affiliates on or prior to the Closing Date with respect to patent, trademark or copyright litigation or disputes, including actions for infringement, including those matters set forth on Section 4.14 of the Disclosure Letter; (k) all liabilities and obligations to stockholders, officers and directors arising from any liability or obligation of Sellers and/or the Business (including those of the Company kind and character defined as Assumed Liabilities in Section 2.4), arising from events or any Affiliate of occurrences through the Company, including dividends declared or payable Closing Date but with respect to stockholders of the Companywhich no disclosure is made herein; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply and obligations arising from or in connection with any Environmental and Safety Requirementsadministrative ruling or other order, stipulation or decree of any federal, state or local agency, or the presence violation of any Hazardous Materialsfederal, state or local Law with respect to events, actions or occurrences occurring on or prior to the Closing Date; (m) all liabilities pursuant and obligations relating to the WARN Act relating operation prior to any action or inaction Closing of the Company prior to facilities of Sellers or the ClosingBusiness or any other real property, buildings, improvements or other premises utilized by any of Sellers or their Affiliates, including liabilities arising from any Environmental Laws; (n) all liabilities under any Assumed Contract which arises out of or relates and obligations to any breach that occurred of Sellers’ respective directors, officers or began prior to the Closingstockholders; (o) any Cure Amounts with respect liabilities, fees, fines, penalties, expenses, and/or obligations relating to the Assumed Contracts set forth onDebt of Sellers or any of their Affiliates or other persons; and (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all other liabilities and obligations for returns, product liability and product warranty for products sold by of Sellers or on behalf related to the operation of the Company Business or the Purchased Assets on or prior to the Closing. Sellers and each of their respective Stockholders, further agrees to pay and discharge all such liabilities and obligations as they become due.

Excluded Liabilities and Obligations. The Except as expressly set forth in Sections l.4 and 1.5 above, Buyer shall not assume and shall not be liable or responsible for any obligations debt, obligation or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities liability of the Business, the Company Seller, any Stockholder or any Affiliate thereofof Seller, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute absolute, or otherwise otherwise, subject to Buyer's indemnification obligations under Section 12.4 below. Without limiting the foregoing, except as set forth in Sections 1.4 or 1.5 or as disclosed on the Seller Disclosure Schedule attached hereto, and subject to Buyer's indemnification obligations under Section 12.4, below, Buyer shall not assume, undertake or accept, and shall have no responsibility with respect to, liabilities and obligations (the "Excluded Liabilities and ObligationsEXCLUDED LIABILITIES AND OBLIGATIONS"): (a) Indebtedness owing Related to any Personor arising from the Owned Real Estate (except pursuant to the leases between Buyer and Seller); (b) all Contracts of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes For taxes of any kind accrued in, or allocated to, (except as reserved against on the period prior Net Asset Statement and taxes related to the Closingtransfers contemplated hereby), including federal, state and local Taxes taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxestaxes, FICA contributions and FICA contributionsprofit sharing deductions and all taxes and charges related to or arising from the transfers contemplated hereby; (c) For damage or injury (real or alleged) to person or property arising from the ownership, possession or use of any product shipped by the Business through the Closing Date; (d) fees To employees, including those for accident, disability, health (including unfunded medical liabilities) and worker's compensation insurance or benefits, and all other liabilities and obligations owing to employees arising from events or occurrences through the Closing Date, except to the Company's Chapter 11 Professionalsextent accrued on the Net Asset Statement; (e) all liabilities Arising from or relating to claims or arising out of customer prepayments to and deposits with the Company; (f) Taxes of liabilities for benefits or pay under any kind accrued employee benefit plan, compensation policy, individual employment contract or imposed in connection with the Chapter 11 Casecollective bargaining agreement, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (severance payment, through the Closing Date including those related to any unfunded pension liabilities and costs associated with alleged termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable employment solely as a result of the sale transactions contemplated hereby, except WARN Act liabilities; (f) For expenses, taxes or fees incurred by Seller or any Stockholder incidental to the preparation of this Agreement, preparation or delivery of materials or information requested by Buyer, and the consummation of the Business by the Company to employees under employment contracts or otherwise; andtransactions contemplated hereby, including all broker, counsel and accounting fees and income taxes; (iiig) any claim brought by any employee Except as disclosed in the Seller Disclosure Schedule, with respect to litigation, if any, pending or former employee arising threatened on or prior to the Closing Date; (h) Arising out of such individual's employment transactions, commitments, infringements, acts or engagement omissions by or on behalf of Seller not in the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer ordinary course of employmentthe Business; (i) Except as disclosed in the Company Seller Disclosure Schedule, due to products sold or services rendered on or prior to the Closing CostsDate with respect to patent, trademark or copyright litigation, including actions for infringement; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to Arising from any liability or arising out obligation of the NetSuite AgreementBusiness (including those of the kind and character defined as Assumed Liabilities in Section 1.4 or Assumed Obligations in Section 1.5 hereof), but with respect to which no disclosure is made in Seller Disclosure Schedule attached hereto or no reserve or liability has been established on the Net Asset Statement; (k) all liabilities and obligations to stockholdersArising from or in connection with any administrative ruling or other order, officers and directors stipulation or decree of any federal, state or local agency, or the Company violation of any federal, state or any Affiliate of the Companylocal act, including dividends declared statute, rule or payable to stockholders of the Company;regulation, decree or ordinance; and (l) all liabilities Arising from or relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, Laws on or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of Closing Date and acts or relates to any breach omissions that occurred on or began prior to the Closing; (o) Closing Date that result in actual or threatened liability pursuant to any Cure Amounts with respect to Environmental Law, defined as all federal, state and local environmental and anti- pollution statutes, laws, ordinances, rules, standards, orders, moratoria and regulations, including the Assumed Contracts set forth on (p) Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Emergency Planning and Community Right-to-Know Act, as amended, the Hazardous Material Transportation Act, as amended, the Federal Insecticide, Fungicide and Rodenticide Act, as amended, the Oil Pollution Control Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the Occupational Safety and Health Act, as amended, and any obligation state or local counterpart thereof and all rules and regulations implementing any of the Company foregoing (collectively referred to as "ENVIRONMENTAL LAWS"). Seller and each Stockholder shall forever defend, indemnify and hold harmless Buyer from and against any Person by reason of the fact that such Person was a directorand all liabilities, officerobligations, stockholderlosses, employee claims, damages (including incidental and consequential damages), costs and expenses (including court costs and reasonable attorneys' fees) related to or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities Excluded Liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the ClosingObligations.

Excluded Liabilities and Obligations. The Buyer shall not assume Except as otherwise provided in the provisions of Section 1.4, Purchaser does and shall not be liable assume, pay, perform or responsible for any obligations or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities of the Business, the Company or any Affiliate thereof, or any claim against discharge any of the foregoingfollowing liabilities or obligations of Seller (collectively, of any kind, whether known or unknown, contingent, absolute or otherwise (the "Excluded Liabilities and ObligationsEXCLUDED LIABILITIES"): (a) Indebtedness owing any payment obligation or other obligation or liability becoming due or otherwise relating to the period prior to Closing in connection with the maintenance or operation of the Business, the Humongous IP, the Assigned Contracts, or the Humongous studio, including liabilities for any accounts payable or other trade payables, existing on or prior to the Closing Date, including without limitation all license fees with regard to periods ending on or prior to the Closing in connection licensed software technologies (including the Rad Game Tools Licenses and the RenderWare Licenses); any compensation, severance, bonus, benefit, or other liability or obligation payable to any Personemployee, consultant, or contractor of Seller or the Business; and any payment obligation (except as expressly provided otherwise in Section 1.4) with respect to a League License or Development Agreement; (b) all Contracts of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes of any kind accrued in, or allocated to, the period prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributions; (d) fees or obligations owing to the Company's Chapter 11 Professionals; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella Seller which (i) exist contrary to any representation, warranty, covenant or otherwise agreement of Seller contained herein or (ii) first accrued prior to Closing and arise out of any breach or default by Seller prior to Closing in compliance with any applicable laws or any Governmental Permit, Assigned Contract or real property lease; (c) liabilities or obligations of Seller which may arise by reason of or with respect to this Agreement or any of the transactions contemplated hereunder (including legal, accounting, brokerage or finder's fees); (d) liabilities or obligations for taxes that relate to the operations of the Business prior to the Closing Date; (e) any liabilities pursuant to or arising under or in connection with any employment contract or arrangement or any profit sharing, bonus, incentive compensation, severance, employee benefit, multiemployer plan or other Employee Benefit Plan entered into or maintained by Seller in connection with the Business; (f) liabilities or obligations for taxes that are incurred by Seller as a result of the transactions contemplated hereby, except as described in Section 13.3; (g) liabilities or obligations of any nature relating toto the Excluded Assets, arising out ofthe Non-Assignable Contracts, the Non-Assignable Preexisting Licenses, or resulting from Excluded Contracts unless (i) Purchaser gets the Company's ownership benefit of any of the capital stock foregoing via a sub-license granted in writing by the Seller, or (ii) Purchaser exploits such rights absent an explicit sub-license from Seller; (h) liabilities or obligations of Pellaany nature relating to Catalogue Products distributed by Seller and/or in field inventory as of the Closing Date, whenever incurred, including but not limited to returns, price protections and mark-downs, all such returns, price protections and mark-downs tx xx xxxxxolled solely by Seller; and (ri) xxx xxxxxlities or obligations of Seller to be paid by Seller pursuant to Section 7.10(a). In accordance with Article XI, Seller shall forever defend, indemnify and hold harmless Purchaser from and against any and all liabilities, obligations, claims, damages (including incidental and consequential damages), costs and expenses (including court costs and reasonable attorneys' fees) related to or arising from Seller's failure to fully perform and discharge the Excluded Liabilities. Seller further agrees to pay and discharge all such liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closingas they become due.

Excluded Liabilities and Obligations. The Buyer shall not assume and shall not be liable or responsible Except for any obligations or liabilities of the Company unless specifically set forth Assumed Liabilities as provided in Section 1.43.1, which excluded Buyer is not assuming any debt, liability, customer credit balance or obligation of Seller, and Seller shall retain and, unless disputed in good faith, timely pay, perform and discharge, and Seller shall indemnify, defend and hold harmless Buyer from, all debts, liabilities includeand obligations of Seller, but are not limited to, the following obligations or liabilities of whether relating to the Business, the Company Purchased Assets or any Affiliate thereofotherwise, or any claim against any of including product liability claims and product warranty claims (collectively, the foregoing“Excluded Liabilities”), of any kind, whether known or unknown, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"):including: (a) Indebtedness owing all liabilities and obligations of Seller with respect to any Personclaim, demand, cause of action, suit, proceeding, judgment, loss, liability, damage or expense against Seller; (b) all Contracts debts, liabilities and obligations of or relating to the Company other than Company, Purchased Assets or the Assumed ContractsBusiness, including those set forth on Schedule 1.5(bwithout limitation any (i) liabilities arising out of or relating to the Purchased Assets, and (collectively, the "Excluded Contracts")ii) liabilities under Seller’s accounts payable that are not assumed by Buyer under Section 3.1; (c) Taxes all debts, liabilities and obligations related to products or services of any kind accrued in, the Business sold or allocated to, the period delivered prior to the Closing, Closing Date (including federal, state without limitation such liabilities for product liability claims and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionsproduct warranty claims); (d) fees any other debt, liability or obligations owing to the Company's Chapter 11 Professionalsobligation of Seller; (e) all liabilities relating and obligations to or arising out all employees of customer prepayments to and deposits with the CompanySeller, including accruals reflecting all earned but unpaid bonuses; (f) Taxes all liabilities and obligations of Seller with respect to any kind accrued Pension Plans or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debtEmployee Benefit Plans; (g) all accounts payable not specifically included income taxes, payroll taxes, statutory federal, state and local taxes accruing in connection with the operation of the Business prior to the Closing Date and any taxes which may become due by virtue of a change in Seller's accounting method or as Assumed Liabilitiesa result of the transactions contemplated by this Agreement; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employmentlisted on Schedule 3.2; (i) the Company Closing Costsall liabilities and obligations under Contracts which should have been listed on Schedule 2.1(g) but were not so listed; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities for costs and obligations relating to expenses incurred in connection with this Agreement or arising out the consummation of the NetSuite transactions contemplated by this Agreement;; and (k) all liabilities and obligations to stockholders, officers and directors resulting from (i) any releases of any Hazardous Substances into the Company environment by Seller or any Affiliate of the Company, including dividends declared predecessor business or payable to stockholders of the Company; (l) all liabilities relating company or for which Seller is liable pursuant to any Company Benefit Planindemnity or otherwise; (ii) the existence, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, presence or the suspected presence of any Hazardous Materials; Substances at any site on which the Business or operations of Seller or any predecessor business or company of any of them were conducted or to which any such Hazardous Substances migrated or were transported; (miii) all liabilities pursuant to the WARN Act relating to any action or inaction release of the Company prior to the Closing; (n) all liabilities any Hazardous Substances any such location if such release could give rise under any Assumed Contract which arises out Environmental Requirement to liability on the part of Seller or relates to any breach that occurred predecessor business or began prior to the Closing; company; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (qiv) any liabilities relating to Hazardous Substances incorporated into any goods or obligations products previously manufactured, sold or shipped by Seller; or (v) any violation of Pella any Environmental Requirement by Seller or otherwise relating to, arising out of, any predecessor business or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closingcompany.

Excluded Liabilities and Obligations. The Buyer shall does not assume and shall not be liable or responsible for any obligations debt, obligation, claim, responsibility, liability or liabilities expense (including court costs and reasonable attorneys’ fees) arising in, out of or with respect to the Company unless Business or Seller which is not specifically set forth defined in the Assumed Liabilities in the foregoing Section 1.4 and whether arising prior to, on or after the Closing Date (the “Excluded Liabilities”). Notwithstanding Section 1.4, which excluded liabilities include, but are not limited to, without limiting the following obligations or liabilities of the Business, the Company or any Affiliate thereof, or any claim against any generality of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise (the "Excluded Liabilities and Obligations"):include: (a) Indebtedness owing to All liabilities or obligations arising from any Personbreach of any covenant, agreement, representation or warranty of Seller contained herein or arising from, out of, or in connection with the transactions contemplated by this Agreement; (b) all Contracts All liabilities and obligations of the Company Seller incurred after the Closing Date, other than the Assumed Contracts, including those as set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts")in any section of Section 1.4; (c) Taxes Liabilities and obligations of any kind accrued in, or allocated to, the period prior to the Closing, including federalSeller for Federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionstaxes relating to periods occurring prior to the Closing Date or which were incurred prior to the Closing Date; (d) fees Liabilities, obligations or obligations owing claims for damage or injury (real or alleged) to Persons or property arising from the ownership, possession or use of any products manufactured, shipped or sold by the Business prior to the Company's Chapter 11 ProfessionalsClosing Date; (e) all liabilities relating Liabilities and obligations with respect to litigation, if any, pending as of the Closing Date or otherwise arising out of customer prepayments events or transactions occurring prior to and deposits the Closing Date, including those with respect to the Companymatters set forth on Schedule 4.17; (f) Taxes Liabilities and obligations arising out of any kind accrued transactions, commitments, infringements, acts or imposed in connection with the Chapter 11 Caseomissions by or on behalf of Seller, including Taxes relating to the discharge of debtexcept for those expressly assumed under Section 1.4 by Buyer; (g) all accounts payable not specifically included Liabilities and obligations of the Seller or its ERISA Affiliates accruing under any pension, profit sharing, retirement or other employee benefit plan of the Seller or its ERISA Affiliates (including the Benefit Plans), including any withdrawal liability relating to multiemployer plans (as Assumed Liabilitiesdefined pursuant to Section 3(37)(A) of the Employee Retirement Income Security Act of 1974 or any successor law and regulations and rules issued pursuant to that Act or any successor law (“ERISA”) in which Seller or an ERISA Affiliate is making or has made contributions or has any liability that has been or may be incurred (collectively “Multiemployer Plans”), including any such liability incurred prior to or as a result of the Closing or the sale of assets contemplated by this Agreement or any liability that may be imposed on Buyer or its Affiliates as a successor to Seller or its ERISA Affiliates or for any other reason (such liabilities being collectively referred to as the “MEPP Withdrawal Liability”); (h) all liabilities Liabilities and obligations arising out of the employment of any individual by the Company to employees or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale former employees of the Business by the Company with respect to employees under employment contracts vacation or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment(except to the extent included in the Assumed Liabilities described in Section 1.4(q)); (i) Liabilities and obligations to employees or former employees for accident, disability, health and workers’ compensation insurance or benefits or other fringe or welfare benefits arising from events or occurrences prior to the Company Closing CostsDate; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities Liabilities and obligations under passenger vehicle leases relating to or arising out of the NetSuite AgreementBusiness; (k) all liabilities Liabilities and obligations to stockholders, officers and directors of any Person relating to any retirement plans other than pursuant to the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the CompanyCollective Bargaining Agreements; (l) all liabilities relating Liabilities and obligations arising prior to the Closing Date under any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply agreement with any Environmental and Safety Requirements, or the presence of any Hazardous Materialslabor organization; (m) all liabilities pursuant to the WARN Act relating to Liabilities and obligations under those accounts payable and/or intercompany loans between any action or inaction of the Company prior to entities or divisions comprising the ClosingBusiness and any divisions or affiliated companies of Seller that are not engaged in the Business, including those that are disclosed on Schedule 1.5(m); (n) all liabilities Liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior Environmental Laws, except to the Closingextent such liabilities are attributable solely to the acts of Buyer and/or its successors and assigns on or after the Closing Date; (o) Liabilities and obligations under Excluded Contracts and any Cure Amounts with respect Business Contracts that are required to the Assumed Contracts set forth onbe listed on Schedule 4.20 but are not so listed; (p) any obligation of Liabilities and obligations relating to the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity;Excluded Assets; and (q) any liabilities Any and all other liabilities, debts or obligations of Pella Seller, fixed or otherwise relating tocontingent, arising out of, known or resulting from the Company's ownership unknown as of the capital stock of Pella; and (r) all liabilities and obligations for returnsClosing Date, product liability and product warranty for products sold other than those expressly assumed by or on behalf of the Company prior to the ClosingBuyer under Section 1.4.

Excluded Liabilities and Obligations. The Buyer shall not be the successor to Seller, PDMI or Parent and except as expressly set forth in Section l.4 above, Buyer shall not assume and shall not be liable or responsible for any obligations debt, obligation or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities liability of the Business, the Company Seller, PDMI, Parent or any Affiliate thereof(as hereinafter defined) of Seller, PDMI or Parent or related to the Purchased Assets, the Business, the facilities from which the Business is or was conducted, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute absolute, or otherwise all of which are retained by Seller, PDMI and Parent (the "Excluded Liabilities and ObligationsLiabilities"):). Without limiting the foregoing, the term "Excluded Liabilities" shall include: (a) Indebtedness owing liabilities and obligations related to or arising from transactions with any PersonAffiliate of Seller, PDMI or Parent; (b) all Contracts liabilities and obligations for Taxes (as defined below) of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts")any kind; (c) Taxes liabilities and obligations for damage or injury (real or alleged) to person or property arising from the ownership, possession or use of any kind accrued inproduct manufactured, assembled, processed, treated, distributed, sold or serviced, directly or indirectly, or allocated to, any service rendered by the period prior to Business through the ClosingClosing Date, including federal, state any product liability and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionsproduct warranty claims; (d) fees liabilities and obligations to employees, including those for accident, disability, health (including unfunded medical liabilities) and worker's compensation insurance or benefits, and all other liabilities and obligations owing to employees arising from events or occurrences through the CompanyClosing Date or the employee's Chapter 11 Professionalsdate of termination from employment with the Seller, PDMI, Parent or the Business, whichever is later; (e) all liabilities and obligations arising from or relating to (i) claims or arising out liabilities for benefits or pay under any employee benefit plan, including Seller's or Parent's profit sharing plan, compensation policy, individual employment contract or collective bargaining agreement, or any severance payment, including those related to any alleged termination of customer prepayments employment as a result of or relating to the transactions contemplated hereby, including Workers Adjustment Retraining and deposits with Notification Act (the Company"WARN Act") liabilities, or (ii) any employee of Seller, PDMI, Parent or the Business not hired by Buyer or Buyer's decision not to hire any employee of the Business, including the matters set forth on Schedule 4.17; (f) liabilities and obligations for expenses, Taxes or fees incurred by Seller, PDMI or Parent incidental to the preparation of any kind accrued this Agreement, preparation or imposed in connection with delivery of materials or information requested by the Chapter 11 CaseBuyer, and the consummation of the transactions contemplated hereby, including Taxes relating to the discharge of debtall broker, counsel and accounting fees and transfer Taxes; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out from litigation or any other disputes with third parties, if any, pending at the Closing or, to the knowledge of Seller and Parent, threatened, on or prior to the Closing Date, including those matters set forth on Schedules 4.23 and 4.24; (h) liabilities and obligations due to products sold or services rendered by Seller, PDMI or Parent or any of their predecessors or Affiliates on or prior to the Closing Date with respect to patent, trademark or copyright litigation or disputes, including actions for infringement; (i) liabilities and obligations arising from any liability or obligation of the NetSuite AgreementBusiness (including those of the kind and character defined as Assumed Liabilities in Section 1.4), but with respect to which no disclosure is made herein; (j) liabilities and obligations arising from or in connection with any administrative ruling or other order, stipulation or decree of any Federal, state or local agency, or the violation of any Federal, state or local Law, including those matters set forth on Schedule 4.30; (k) all liabilities and obligations relating to stockholders, officers and directors the operation prior to Closing of the Company facilities of the Business or any Affiliate of the Companyother real property, buildings, improvements or other premises utilized by Seller, PDMI or Parent and their Affiliates, including dividends declared or payable to stockholders of the Companyliabilities arising from any Environmental Laws (as hereinafter defined), including those matters set forth on Schedule 4.25; (l) all liabilities relating and obligations to any Company Benefit Planof Seller's, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, PDMI's or the presence of any Hazardous MaterialsParent's officers or stockholders; (m) all liabilities pursuant to the WARN Act and obligations relating to any action indebtedness for borrowed money or inaction accounts payable or guarantees of the Company prior to obligations or liabilities of the ClosingSeller, PDMI, Parent or any of their Affiliates or other persons; (n) all liabilities under any Assumed Contract which arises out of or relates and obligations related to any breach that occurred or began prior to the Closing;Excluded Assets; and (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all other liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf related to the operation of the Company Business prior to Closing. Seller, PDMI and Parent shall, jointly and severally, forever defend, indemnify and hold harmless Buyer, its officers, directors, agents, representatives, parents, subsidiaries, affiliates, successors and assigns from and against any and all liabilities, obligations, losses, claims, damages (including incidental and consequential damages), costs and expenses (including court costs and attorneys' fees) related to or arising from any and all Excluded Liabilities or related to or arising from the conduct of the Business prior to the ClosingClosing Date. Seller, PDMI and Parent further agree to pay and discharge all such liabilities and obligations as they become due.

Excluded Liabilities and Obligations. The Except as expressly set forth in Section 2.3, Buyer shall does not assume and shall not be liable or responsible for any obligations debt, obligation, responsibility or liabilities liability of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, Business through the following obligations Closing Date or liabilities of the Business, the Company or any Affiliate thereof, or any claim against any of the foregoing, of any kindSeller, whether known or unknown, contingentcontingent or absolute, absolute or otherwise (the "Excluded Liabilities and Obligations"): (a) Indebtedness owing to any Person; (b) all Contracts of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded ContractsLiabilities"), and Seller agrees to indemnify and hold harmless Buyer from and against any Excluded Liabilities in accordance with Section 12.2 hereof. In particular, but without limiting the generality of the foregoing, Buyer shall have no responsibility with respect to the following Excluded Liabilities: (a) Liabilities and obligations of Seller to the holders of the Notes (collectively, the "Noteholders"), including without limitation for any principal of or interest on the Notes, whether or not accrued; (b) Liabilities and obligations relating to accrued vacation, sick leave, or holiday pay, or the relocation or termination of employees of the Business whether or not they are retained by Buyer; (c) Taxes Liabilities and obligations with respect to any Employee Plan (as defined in Section 5.18 hereof) maintained or contributed to at any time by Seller for the benefit of any kind accrued in, or allocated to, Employees of Seller used in connection with the period prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionsBusiness; (d) All legal, accounting and other fees (if any), Taxes or obligations owing to other expenses incurred by Seller in connection with this Agreement and the Company's Chapter 11 Professionalstransactions contemplated hereby, including without limitation any applicable sales taxes or transfer taxes in connection with the sale of the Purchased Assets; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) All other Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company periods prior to the Closing; (nf) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the ClosingAll Income Taxes; (og) any Cure Amounts with Liabilities and obligations in respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of PellaExcluded Assets; and (rh) all liabilities Liabilities and obligations for returnsrelating to any pending or threatened suits, product liability and product warranty for products sold by actions or on behalf of the Company prior claims against Seller, whether or not known to the ClosingSeller or Buyer.

Excluded Liabilities and Obligations. The Buyer shall not assume and shall not be liable or responsible for any obligations or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities of the Business, the Company or any Affiliate thereof, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise (the "“Excluded Liabilities and Obligations"”): (a) Indebtedness indebtedness owing to any Person; (b) all Contracts Taxes of the Company of any kind (other than sales Tax liabilities relating exclusively to engagements and weddings shot after the Assumed Closing pursuant to the terms of the Transferred Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes of any kind accrued in, or allocated to, the period prior to the Closing, including federal, state and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributions; (d) fees or obligations owing to the Company's Chapter 11 Professionals; (e) all liabilities relating to or arising out of customer prepayments to and deposits with the Company; (f) Taxes of any kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company Company, including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), contract; (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and and (iii) any claim brought by any employee or former employee arising out of such individual's ’s employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (id) the Company Closing Costs; (je) except for the liabilities other than as specifically set forth on and assumed pursuant in the definition of Assumed Liabilities with respect to a separate instrument to be delivered by Buyer at Closingcertain Transferred Contracts, all liabilities and obligations relating to or arising out Affiliates of the NetSuite Agreement; (k) all liabilities Company, officers, managers, directors, stockholders and obligations to stockholders, officers and directors creditors of the Company or any Affiliate of the Company, including dividends declared or payable to any stockholders of the Company; (lf) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, Plan or the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materialslaw; (mg) other than as specifically set forth in the definition of Assumed Liabilities, all liabilities pursuant to the WARN Act relating to any action or inaction accounts payables of the Company including any payables to photographers and videographers arising from services rendered prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (ph) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholdermanager, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (ri) all liabilities and obligations for returns, product liability and product warranty for relating to products sold by or on behalf of the Company prior to the ClosingClosing or pursuant to any lease or other agreement of the Company (other than as specifically set forth in the definition of Assumed Liabilities).

Excluded Liabilities and Obligations. The Buyer shall not be the successor to Seller, and except as expressly set forth in Section 2.4 above, Buyer shall not assume and shall not be liable or responsible for any obligations debt, obligation or liabilities of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations or liabilities Liability of the Business, the Company Seller or any Affiliate thereofof Seller, any shareholder or any of their Affiliates, or related to the Purchased Assets, the Business, the facilities from which the Business is or was conducted, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute absolute, or otherwise all of which are retained by Seller (the "“Excluded Liabilities”). Without limiting the foregoing, the term Excluded Liabilities and Obligations"):shall include: (a) Indebtedness owing Liabilities related to or arising from transactions between Seller or with any PersonAffiliate of Seller, including any inter-company payables; (b) all Contracts Liabilities for Taxes of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts")any kind; (c) Taxes Liabilities for damage or injury (real or alleged) to person or property arising from the ownership, possession or use of any kind accrued inproduct manufactured, assembled, processed, treated, distributed, sold or serviced, directly or indirectly, or allocated to, any service rendered by Seller through the period prior to the ClosingClosing Date, including federal, state any product liability and local Taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxes, and FICA contributionsproduct warranty claims; (d) fees Liabilities to and claims asserted by current and former employees, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or benefits, and all other liabilities and obligations owing to the Company's Chapter 11 Professionalsemployees; (e) all liabilities Liabilities arising from or relating to claims or arising out of customer prepayments to and deposits with the Company; (f) Taxes of Liabilities for benefits or pay under any kind accrued or imposed in connection with the Chapter 11 Casebenefit plan, including Taxes relating Seller’s compensation policies, individual employment Contracts or collective bargaining agreements, any severance payment, including those related to the discharge of debt; (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with alleged termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable employment solely as a result of the sale transactions contemplated hereby, or WARN Act liabilities; (f) Subject to Section 8.3, Liabilities for expenses, Taxes or fees incurred by Seller, incidental to the preparation of this Agreement, preparation or delivery of materials or information requested by Buyer, and the consummation of the Business transactions contemplated hereby, including all broker, counsel and accounting fees, sales, stamp, or transfer Taxes, payments or bonuses that become due or are otherwise required to be made as a result of or in connection with the Closing or as a result of any change of control or similar provisions and amounts payable by the Company Seller to employees under employment contracts or otherwise; andobtain any third party consents; (iiig) Liabilities relating to or arising from litigation or any claim brought by any employee other disputes with third parties, if any, pending at the Closing or, to the knowledge of Seller, threatened, on or former employee arising out of such individual's employment or engagement by prior to the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employmentClosing Date; (h) Liabilities related to Excluded Assets; (i) Liabilities due to products sold or services rendered by Seller or any of its predecessors or Affiliates on or prior to the Company Closing CostsDate with respect to patent, trademark or copyright litigation or disputes, including actions for infringement; (j) except for Liabilities of Seller and/or the liabilities set forth on Business (including accounts payable and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out those of the NetSuite Agreementkind and character defined as Assumed Liabilities in Section 2.4), arising from events or occurrences through the Closing Date but with respect to which no disclosure is made herein; (k) all liabilities and obligations Liabilities arising from or in connection with any administrative ruling or other order, stipulation or decree of any federal, state or local agency, or the violation of any federal, state or local Law with respect to stockholdersevents, officers and directors of actions or occurrences occurring on or prior to the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the CompanyClosing Date; (l) all liabilities Liabilities relating to the operation prior to Closing of the facilities of Seller or the Business or any Company Benefit Planother real property, buildings, improvements or other premises utilized by Seller or its Affiliates, including without limitation, Liabilities arising from any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materialsenvironmental laws; (m) all liabilities pursuant to the WARN Act relating Liabilities to any action of Seller’s directors, officers, shareholders, agents or inaction of the Company prior to the Closingrepresentatives; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior Liabilities relating to the Closing;debt of Seller or any of its Affiliates or other persons; and (o) any Cure Amounts with respect all other Liabilities of Seller or related to the Assumed Contracts set forth on (p) any obligation operation of the Company Business or the Purchased Assets on or prior to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) Closing. Seller further agrees to pay and discharge all liabilities Excluded Liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closingas they become due.

Excluded Liabilities and Obligations. The Except as expressly set forth in Section 1.3 above, the Buyer shall not assume and shall not be liable or responsible for any obligations debt, obligation or liabilities liability of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited to, the following obligations Seller or liabilities any affiliate of the Business, the Company or any Affiliate thereofSeller, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise otherwise, whether or not relating to the Brookfield Business (the "Excluded Liabilities and Obligations"). Without limiting the foregoing, and except as provided in Section 1.3(e), the Buyer shall not assume, undertake or accept, and shall have no responsibility with respect to, the following liabilities or obligations (which also constitute Excluded Liabilities and Obligations): (a) Indebtedness owing Related to or arising from transactions with any Personaffiliate of the Seller, including interdivisional, intracompany or intercompany payables, obligations or agreements; (b) all Contracts of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes For taxes of any kind accrued inkind, or allocated to, the period prior to the Closing, howsoever denominated including federal, state and local Taxes taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxescompensation, and unemployment taxes, excise taxes, FICA contributions, payroll taxes and profit sharing deductions and all taxes and charges related to or arising from the transfers contemplated hereby, subject to Section 13.4 hereof; (c) Any liabilities for the Seller's breach or default prior to Closing under any of the Assigned Agreements; (d) fees Liabilities and obligations of the Seller with respect to litigations, actions, proceedings, investigations, or obligations owing legal, administrative, arbitration, or other method of settling disputes or disagreements, or any governmental investigations, if any, pending at the Closing or threatened on or prior to the Company's Chapter 11 ProfessionalsClosing, or arising after Closing based on events occurring prior to Closing (including, without limiting the generality of the foregoing, the Existing Litigation); (e) all liabilities relating Any liability of the Seller as a result of any act, omission or event occurring prior to the Closing Date, whether or arising out not the related cause of customer prepayments to and deposits with action or damage occurred after the CompanyClosing Date; (f) Taxes Any liability of the Seller relating to use, storage, release, discharge, disposal or shipment of Hazardous Substances, or the violation of Environmental Laws (as such terms are defined in Schedule 1.4(f) hereto), or any environmental liability of any nature or kind accrued or imposed in connection with the Chapter 11 Case, including Taxes relating to the discharge of debt;whatsoever; and (g) all accounts payable not specifically included Any undisclosed liabilities, or any pension plan withdrawal liability, funding deficiency or other liability, including without limitation any liability under ERISA, the Internal Revenue Code of 1986, as Assumed Liabilities;amended, or otherwise with respect to any Employee Plan (as defined in Section 4.12 hereof), if any, any liabilities for accrued compensation, benefits, sick pay, vacation pay, medical costs or severance in any such case in respect of employees of the Seller, which arise on or prior to the Closing Date or by virtue of the transactions contemplated hereby; and (h) all liabilities and obligations arising out of the employment of any individual by the Company Any Liabilities for Trade Promotions or engagement of any individual Consumer Promotions (as an independent contractor by the Company including (iherein defined) liabilities or obligations arising under Company Benefit Plans or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan), (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacation, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closing, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilities, the failure of the Company to comply with any Environmental and Safety Requirements, or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company period prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior , except to the extent accrued or reserved against in the Closing Balance Sheet. After the Closing; (o) , the Seller shall discharge and satisfy in full when due all Excluded Liabilities and Obligations; provided, however, that nothing herein shall be deemed to prevent or limit the Seller's right to contest with third parties any Cure Amounts with respect to claim that the Assumed Contracts set forth on (p) Seller is liable for any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out ofliability, or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closingamount thereof.

Excluded Liabilities and Obligations. The Except as expressly set forth in Section 1.2 above, the Buyer shall not assume and shall not be liable or responsible for any obligations debt, obligation or liabilities liability of the Company unless specifically set forth in Section 1.4, which excluded liabilities include, but are not limited toSeller, the following obligations or liabilities of the Business, the Company Seller's Licensee or any Affiliate thereofaffiliate of either, or any claim against any of the foregoing, of any kind, whether known or unknown, contingent, absolute or otherwise otherwise, whether or not relating to the Viractin Product Line (the "Excluded Liabilities and Obligations"). Without limiting the foregoing, the Buyer shall not assume, undertake or accept, and shall have no responsibility with respect to, the following liabilities or obligations (which shall also constitute Excluded Liabilities and Obligations): (a) Indebtedness owing Liabilities and obligations related to or arising from transactions with any Personaffiliate of the Seller or Seller's Licensee, including interdivisional, intracompany or intercompany payables, obligations or agreements, if any, pending at Closing, or arising after Closing, based on acts, omissions or events occurring prior to Closing; (b) all Contracts of the Company other than the Assumed Contracts, including those set forth on Schedule 1.5(b) (collectively, the "Excluded Contracts"); (c) Taxes For taxes of any kind accrued inkind, or allocated to, the period prior to the Closinghowsoever denominated, including federal, state and local Taxes taxes on income, sales and use, ad valorem duties and assessments, worker's compensation Taxescompensation, and unemployment taxes, excise taxes, FICA contributions, payroll taxes and profit sharing deductions and all taxes and charges related to or arising from the transfers contemplated hereby; (c) Liabilities and obligations of the Seller or Seller's Licensee with respect to litigations, actions, proceedings, investigations, or legal, administrative, arbitration, or other method of settling disputes or disagreements, or any governmental investigations, if any, pending at the Closing or threatened on or prior to the Closing, or arising after Closing based on acts, omissions or events occurring prior to Closing; (d) fees Any liability of the Seller as a result of any act, omission or event occurring prior to the Closing Date, whether or not the related cause of action or damage occurred after the Closing Date, including, but not limited to, any indemnification obligation of the Seller to the Seller's Licensee and any liabilities or obligations owing to any person or entity ("Third Party") that claims the Company's Chapter 11 ProfessionalsProprietary Rights (as defined in Section 4.11(a) hereof) infringe upon the rights of such Third Party; (e) all Any liability of the Seller's Licensee as a result of any act, omission or event occurring prior to the Transition Date, as defined in the Termination Agreement (the "Transition Date"), whether or not the related cause of action or damage occurred after the Transition Date, including, but not limited to, any liabilities relating or obligations to or arising out any Third Party that claims the Proprietary Rights infringe upon the rights of customer prepayments to and deposits with the Companysuch Third Party; (f) Taxes Any liability of the Seller or Seller's Licensee relating to use, storage, release, discharge, disposal or shipment of Hazardous Substances, or the violation of Environmental Laws (as such terms are defined in Schedule 1.3(f) hereto), or any environmental liability of any nature or kind accrued whatsoever, if any, pending at Closing, or imposed in connection with the Chapter 11 Casearising after Closing, including Taxes relating based on acts, omissions or events occurring prior to the discharge of debt;Closing; and (g) all accounts payable not specifically included as Assumed Liabilities; (h) all liabilities and obligations arising out of the employment of any individual by the Company or engagement of any individual as an independent contractor by the Company including (i) liabilities or obligations arising under Company Benefit Plans Any undisclosed liabilities, or any employment contract (including any unfunded pension liabilities and costs associated with termination of the Company's pension plan)plan withdrawal liability, (ii) except as provided in Section 5.16(b) below, retention bonuses, Severance Payments funding deficiency or other amounts payable solely as a result of the sale of the Business by the Company to employees under employment contracts or otherwise; and (iii) any claim brought by any employee or former employee arising out of such individual's employment or engagement by the Company; but excluding any earned vacationliability, sick leave and holiday pay for employees that accept Xxxxx's offer of employment; (i) the Company Closing Costs; (j) except for the liabilities set forth on and assumed pursuant to a separate instrument to be delivered by Buyer at Closingincluding, all liabilities and obligations relating to or arising out of the NetSuite Agreement; (k) all liabilities and obligations to stockholders, officers and directors of the Company or any Affiliate of the Company, including dividends declared or payable to stockholders of the Company; (l) all liabilities relating to any Company Benefit Plan, including without limitation, any ESOP Liabilitiesliability under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the failure Internal Revenue Code of 1986, as amended, or otherwise with respect to any employee benefit plan as defined in Section 3(3) of ERISA, if any, any liabilities for accrued compensation, benefits, sick pay, vacation pay, medical costs or severance in any such case in respect of employees of the Company Seller, which arise on or prior to comply the Closing Date or by virtue of the transactions contemplated hereby. After the Closing, the Seller shall discharge and satisfy in full when due all of Seller's liabilities which are not specifically assumed by the Buyer pursuant to Section 1.2; provided, however, that nothing herein shall be deemed to prevent or limit the Seller's right to contest with Third Parties any Environmental and Safety Requirementsclaim that the Seller is liable for any such liability, or the presence of any Hazardous Materials; (m) all liabilities pursuant to the WARN Act relating to any action or inaction of the Company prior to the Closing; (n) all liabilities under any Assumed Contract which arises out of or relates to any breach that occurred or began prior to the Closing; (o) any Cure Amounts with respect to the Assumed Contracts set forth on (p) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, stockholder, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, manager, officer, employee or agent of another entity; (q) any liabilities or obligations of Pella or otherwise relating to, arising out of, or resulting from the Company's ownership of the capital stock of Pella; and (r) all liabilities and obligations for returns, product liability and product warranty for products sold by or on behalf of the Company prior to the Closingamount thereof.