Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything to Seller acknowledges that the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all sole liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than being assumed by Buyer are the Assumed Liabilities Obligations and Seller shall retain all other liabilities and obligations, including (collectively, the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:): (a) all any liabilities and or obligations required to be performed under the Assigned Contracts and Orders prior of Seller to the Closing Dateextent related to any Excluded Assets; (b) all any liabilities and or obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentSeller in respect of Indebtedness; (c) all Losses arising out any liabilities or obligations in respect of claims Taxes of third parties due Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to the use Section 3.4 or sale Section 7.8; (d) any obligations of the Product (whether or not defective) sold prior to the Closing Date by Reliant Seller or any of its Affiliates and all Losses arising out of claims of third parties due for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to or relating the extent attributable to any voluntary or involuntary recall of the Product sold period prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant Effective Time or any which may become payable as a result of its Affiliates prior to the Closing DateClosing; (e) subject except as otherwise expressly provided in Section 7.10, any liabilities under or relating to Section 7.5any Benefit Plan at any time maintained, all obligations for replacements of, contributed to or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed required to be contributed to by Reliant Seller or any of its Affiliates, or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any of Seller’s Affiliates on withdrawal or partial withdrawal from or termination of any Benefit Plan; (f) except for the Recoverable Liabilities, any liabilities or obligations arising from any Claim (including any workers compensation claim) involving the Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Closing DateEffective Time, including any such Claims or Actionable Incidents disclosed in the Seller Disclosure Schedules; and (fg) any liabilities or obligations of Reliant Seller arising under or in connection with this Agreement, including pursuant to any representationcertificate or other document delivered in connection in herewith, warranty or covenant hereunder, or from the consummation and any of the transaction transactions contemplated herebyhereby and thereby.

Excluded Liabilities. Notwithstanding The Company shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of the ACS Contributing Group or the ACS Member, or the GCI Contributing Group or the GCI Member, whether direct or indirect, known or unknown, absolute or contingent, not expressly assumed by the Company pursuant to Section 2.5 (all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”) and, notwithstanding anything to the contrary in Section 2.5 or by operation of law or otherwise, none of the following shall be Assumed Liabilities for purposes of this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) all Any liabilities and obligations required to be performed under in respect of Taxes for which the Assigned Contracts and Orders prior ACS Member, the GCI Member or any of their respective Affiliates is liable for periods ending as of the effectiveness of the transactions contemplated by Section 2.1, 2.2, or 2.3 hereof or otherwise, except to the Closing Dateextent provided in Section 6.3; (b) all liabilities and obligations Any accounts payable owed by or to the ACS Member or the GCI Member (as applicable) or any of Reliant under the Nizatidine Supply Agreement not their respective Affiliates other than those accounts payable that are expressly assumed by Purchaser the Company pursuant to the Nizatidine Supply Agreement AssignmentSection 2.5; (c) all Losses arising out of claims of third parties due Any other liabilities, obligations or commitments owed by or to the use ACS Member or sale of the Product GCI Member (whether or not defectiveas applicable) sold prior to the Closing Date by Reliant or any of its their respective Affiliates and all Losses arising out of claims of third parties due other than those expressly assumed by the Company pursuant to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateSection 2.5; (d) subject to Sections 7.3(d) Any costs and 7.7expenses incurred by the ACS Contributing Group or the ACS Member, all Government Rebates or the GCI Contributing Group or the GCI Member, in connection with its negotiation and Charges preparation of this Agreement, the Ancillary Agreements and Discounts for Product distributed by Reliant or any of the Pre-Closing Agreements and its Affiliates prior to performance and compliance with the Closing Dateagreements and conditions contained herein and therein; (e) subject Any liabilities, obligations or commitments in respect of any Excluded Assets; (f) Any liabilities, obligations or commitments in respect of any Proceedings to Section 7.5, all obligations for replacements ofwhich the ACS Contributing Group or the ACS Member, or refunds for Productthe GCI Contributing Group or the GCI Member, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or is a party prior to the Closing DateClosing; (g) Any liabilities, obligations or commitments in respect of employees of the GCI Wireless Activities or the ACS Wireless Activities; (h) Any liabilities, obligations or commitments resulting from any Environmental Claims (regardless of whether any representation or warranty contained in Section 4.8 is incorrect) related to the ownership or operation of Real Property prior to the Effective Time; and (fi) any Any liabilities, obligations of Reliant arising under this Agreement, including pursuant or commitments with respect to any representation, warranty or covenant hereunder, or universal service support received from the consummation of federal or Alaska Universal Service Funds received prior to the transaction contemplated herebyClosing.

Excluded Liabilities. Notwithstanding anything the provisions of Section 1.3, Purchaser shall not assume or be liable for any of the following Liabilities of the Seller Entities, the Rexam Entities or any of their respective Affiliates (provided, however, that except as otherwise expressly provided in this Section 1.4 and subject to the contrary provisions of Article IX, (A) no Purchased Entity shall be considered an Affiliate of any Seller Entity or Rexam Entity for purposes of this Section 1.4 and (B) nothing in this AgreementSection 1.4 shall alter the principle that the Liabilities of the Purchased Entities as of the Closing, the Purchaser shall notincluding any and all On-Site Environmental Liabilities and Off-Site Environmental Liabilities, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and dischargedLiabilities of the Purchased Entities) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:): (a) any and all liabilities Liabilities to the extent arising out of or relating to the Excluded Assets; (b) any and all Liabilities arising out of or relating to the ownership or use of the Purchased Assets or the operation or conduct of the Business, in either case prior to the Closing, except to the extent that any such Liabilities are the responsibility of Purchaser pursuant to this Agreement; (c) any Retained Employment Liabilities; (d) the Liabilities set forth on Schedule 1.4(d) related to the Purchased Entity Employee Benefit Plans; (e) any and all Liabilities related to the Employee Benefit Plans other than the Purchased Entity Employee Benefit Plans and any other Liabilities related to Employee Benefit Plans other than those expressly allocated to Purchaser as set forth in Article V; (f) any and all obligations required to be performed prior to the Closing Date under any Contract, Permit, license, approval or authorization constituting part of the Assigned Contracts Purchased Assets, including, subject to Section 1.13, any and Orders all Seller Portion of the Shared Contract Liabilities but excluding the Purchaser Portion of the Shared Contract Liabilities, and excluding (subject to the provisions of Article IX) any such Liabilities that are On-Site Environmental Liabilities; (g) any and all Liabilities for any trade, account, note or loan payables for goods or services purchased by or provided to the Business prior to the Closing Date; (bh) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentany Excluded Taxes; (ci) any and all Losses Liabilities to the extent arising out of claims of third parties due or relating to the use Intercompany Agreements or sale any other intercompany obligations between Seller and any of the Product (whether its Affiliates, or not defective) sold prior to the Closing Date by Reliant or Rexam and any of its Affiliates other than the Assumed Liabilities set forth in Section 1.3(j); (j) any and all Losses arising out of claims of third parties due to or Off-Site Environmental Liabilities relating to any voluntary or involuntary recall of the Product sold Hazardous Materials that have been transported to an Off-Site Location prior to the Closing Date, provided, for the avoidance of doubt, that this does not apply to Off-Site Environmental Liabilities of the Purchased Entities; (dk) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates other Liabilities set forth on or prior to the Closing DateSchedule 1.4(k); and (fl) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation other Liabilities of the transaction contemplated herebySeller Entities, the Rexam Entities or any of their respective Affiliates other than Assumed Liabilities.

Excluded Liabilities. Notwithstanding anything to Seller acknowledges that the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all sole liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than being assumed by Buyer are the Assumed Liabilities Obligations and Seller shall retain all other liabilities and obligations, including (collectively, the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:): (a) all any liabilities and or obligations required to be performed under the Assigned Contracts and Orders prior of Seller to the Closing Dateextent related to any Excluded Assets; (b) all any liabilities and or obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentSeller in respect of Indebtedness; (c) all Losses arising out any liabilities or obligations in respect of claims Taxes of third parties due Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to the use Section 3.4 or sale Section 7.8; (d) any obligations of the Product (whether or not defective) sold prior to the Closing Date by Reliant Seller or any of its Affiliates and all Losses arising out of claims of third parties due for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or retention or severance pay to or relating the extent attributable to any voluntary or involuntary recall of the Product sold period prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant Effective Time or any which may become payable as a result of its Affiliates prior to the Closing DateClosing; (e) subject except as otherwise expressly provided in Section 7.10, any liabilities under or relating to Section 7.5any Benefit Plan at any time maintained, all obligations for replacements of, contributed to or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed required to be contributed to by Reliant Seller or any of its Affiliates on Affiliates, or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any of Seller’s Affiliate’s withdrawal or partial withdrawal from or termination of any Benefit Plan; (f) except for the Recoverable Liabilities, any liabilities or obligations arising from any Claim (including any workers’ compensation claim) involving the Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Closing DateEffective Time, including any such Claims or Actionable Incidents disclosed in the Seller Disclosure Schedules; and (fg) any liabilities or obligations of Reliant Seller arising under or in connection with this Agreement, including pursuant to any representationcertificate or other document delivered in connection herewith, warranty or covenant hereunder, or from the consummation and any of the transaction transactions contemplated herebyhereby and thereby.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the The Purchaser shall not, at the Closing or at any time thereafter, not assume or agree and shall have no obligation to paydischarge, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (fulfill any liabilities or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating any Vendor or claims against any Vendor related to any Vendor’s Purchased Assets of any kind whatsoever in respect of the period of time prior to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)relevant Closing Date, including, without limitationbut not limited to, the following liabilities and obligations of Reliantwith respect to each Vendor: (a) all any such liabilities and or obligations required to be performed under the Assigned Contracts and Orders of that Vendor incurred or accrued prior to the relevant Closing Date of that Vendor’s Purchased Assets, including but not limited to, any claim by a third party arising out of or in connection with the operation of the business of the Vendor or any operating expenses of Vessels on or before the relevant Closing Date; (b) all liabilities and obligations Taxes of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant or relating to that Vendor or, with respect to any period of time prior to the Nizatidine Supply Agreement Assignmentrelevant Closing Date, as the case may be, of that Vendor’s Purchased Assets; (c) all Losses arising out such liabilities in respect of claims indebtedness of third parties due that Vendor to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Datepersons; (d) subject all such claims and liabilities relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed services provided by Reliant or any of its Affiliates that Vendor prior to the relevant Closing Date, as the case may be, of that Vendor’s Purchased Assets; (e) subject any such claims, obligations and liabilities relating to Section 7.5, or arising out of the employment of all obligations for replacements of, crew and sea-going employees employed by the Vendor or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or a sub-contracted party on any of its Affiliates on or Vessels, including liens for master’s disbursements incurred in the ordinary course of trading and unpaid crew’s wages, including liabilities secured by the liens described in paragraph (iii) of the definition of Permitted Encumbrances; (f) all liabilities which relate to a period of time prior to the relevant Closing DateDate of that Vendor’s Purchased Assets; (g) any such obligations or liabilities of that Vendor related to any breach or default of any kind by that Vendor existing or relating to a period of time prior to the relevant Closing Date of that Vendor’s Purchased Assets or arising as a consequence of the transactions contemplated by this Agreement; and (fh) subject to Section 7.2, any liabilities or obligations of Reliant arising any Vendor under this the Memoranda of Agreement, including pursuant to any representationthe Ship Building Contract or the Purchase Option Charters. Each Vendor shall indemnify and save harmless the Purchaser from and against all such liabilities, warranty or covenant hereunderdebts, or from the consummation of the transaction contemplated herebyobligations and claims in accordance with Section 8.5.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary contrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in this Agreement, the Purchaser shall not, at the Closing existence or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Reliant relating the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the Seller or any of its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Seller or any of its Affiliates, including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Dateas set forth on Schedule 2.04(c); (d) subject any liability or obligation relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or arising out of any of its Affiliates prior to the Closing DateExcluded Assets; (e) subject any liability with respect to Section 7.5, all obligations for replacements of, or refunds for Product, whether or Excluded Employees and Employees who are not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; andTransferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of Reliant arising under this Agreementthe Station, including pursuant the owning or holding of the Station Assets, prior to the Effective Time (excluding any representationliability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, warranty retention, performance or covenant hereunder, stay bonus or from any other compensation payable in connection with the consummation of the transaction transactions contemplated herebyhereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this AgreementAgreement or any of the Other Acquisition Documents, the Seller acknowledges that Seller shall retain and satisfy, and Purchaser shall not, at the Closing or at any time thereafter, not assume or agree to payotherwise be responsible or liable for, perform any Liabilities or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) Seller other than the Assumed Liabilities Liabilities, whether or not relating to the Acquired Assets (collectively, the “Excluded Liabilities”). For the avoidance of doubt, including, without limitation, Excluded Liabilities shall include the following liabilities and obligations of Reliantfollowing: (a) all liabilities those Liabilities which are allocated to Seller with respect to the Channel Liabilities, as defined and obligations required set forth in Section 9.08 hereof; (b) any Liability arising under or relating to be performed under the Assigned Transferred Contracts and Orders arising prior to the Closing Date; , including any obligation for monies due but not yet payable (bincluding, but not limited to, royalties or milestones, as applicable) all liabilities and obligations as of Reliant the Closing Date under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentany Transferred Contract; (c) all Losses arising out any Liabilities resulting from (1) any breach or violation of claims of third parties due to the use or sale of the Product (whether or not defective) sold any Transferred Contract by Seller occurring prior to the Closing Date by Reliant or (2) any act or omission of its Affiliates and all Losses arising Seller prior to the Closing that would have constituted a breach or violation upon notice or passage of time under any Transferred Contract; (d) any product Liability or similar claim for injury to a Person or property which arises out of claims of third parties due to or relating to is based upon any voluntary express or involuntary recall implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of an Acquired Asset, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any Product manufactured or sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates service performed by Seller prior to the Closing Date; (e) subject any recall, design defect or similar claims of any Product sold or any service performed by Seller prior the Closing Date; (f) any Liability resulting from or arising out of the conduct of business by Seller or any Affiliate of Seller or the ownership of the Excluded Assets, whether before, on or after the Closing; (g) all Liabilities for rebates or chargebacks with respect to Section 7.5the Product dispensed prior to the Closing Date; (h) any Liability of Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Other Acquisition Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby and thereby (including all obligations attorneys’ and accountants’ fees and brokerage fees incurred by or imposed upon Seller); (i) any Liability of Seller under this Agreement or the Other Acquisition Documents; (j) any Taxes for replacements which Seller is liable, including any Liability of Seller for unpaid Taxes of any Person under Treasury Regulations §1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or successor by contract or otherwise; (k) any Liability resulting from or arising out of any of the Excluded Assets and not specifically assumed by Purchaser as an Assumed Liability; (l) any Liabilities in respect of any pending or threatened Legal Proceeding arising out of, relating to or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any otherwise in respect of its Affiliates the operation of the Acquired Assets to the extent such Legal Proceeding relates to such operation on or prior to the Closing Date; and (fm) any obligations Liabilities arising out of, in respect of Reliant arising under this Agreement, including pursuant or in connection with the failure by Seller or any of its Affiliates to comply with any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyLaw.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree otherwise be obligated to pay, perform or dischargedischarge the following Liabilities, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating except to the Product extent accrued in the categories listed in Appendix A and in the Product Line Operations Adjusted Net Investment Amount on the Final Statement (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or all of such Liabilities not so assumed by Buyer being referred to become due) other than the Assumed Liabilities (herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), including, without limitation, to the following liabilities and obligations extent such Claim is asserted prior to the Closing or relates to conduct of Reliant:Seller occurring before the Closing; (aiii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all liabilities Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and obligations required Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to be performed under the Assigned any Purchased Contracts and Orders except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to to, on or after the Closing Date; (bv) any and all liabilities and obligations Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Reliant under Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentBusiness or Seller; (cvi) any and all Losses Liabilities of Seller arising out of claims of third parties due of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use or sale of any Intellectual Property of any Person by Seller in the operation of the Product (whether Business prior to the Closing) arising out of, relating to or not defective) sold resulting from any violation of Law by Seller prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Dateextent that such Liabilities exceed, in the aggregate, $10,000,000; (dix) subject any and all Liabilities not arising out of, relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to resulting from the Closing DateBusiness; (ex) subject except to Section 7.5the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all obligations for replacements Liabilities of Seller to the extent arising out of, relating to or refunds resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior which Buyer is expressly liable pursuant to the Closing DateTransition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (fxi) any obligations and all Liabilities of Reliant Seller arising under this Agreementout of, including pursuant relating to any representation, warranty or covenant hereunder, or resulting from the consummation Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the transaction contemplated herebyBusiness prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable not be responsible for and shall pay, perform and discharge (not assume any Liabilities of Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any Affiliate of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Seller that are not Assumed Liabilities (such excluded Liabilities, collectively, the “Excluded Liabilities”). In furtherance of, including, without limitationand not in limitation of, the foregoing, and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be responsible for any of the following liabilities and obligations (each of Reliant:which shall also constitute Excluded Liabilities): (ai) any Liability under or with respect to Indebtedness; (ii) any Liability relating to any Excluded Asset, including any liability relating to Seller’s airplane and lease of an airplane hangar, or relating to any Contract which is not an Included Contract and any Liability relating to any Breach of any Contract at or prior to Closing, or any indemnity or infringement claim related thereto; (iii) (A) any Liability imposed by or in connection with any Law, Order, Legal Proceeding or Permit, and incurred in connection with conditions existing, events or acts occurring or omissions of acts arising prior to the Closing, in each case, only to the extent that such Liability accrues through the Closing, or (B) any Breach of any Bulk Sales Law (other than in connection with the transactions contemplated hereby and by the other Transaction Documents); (iv) all liabilities product Liability and obligations required similar claims for damages or injury to be performed under person or property, claims of infringement of Intellectual Property Rights, and other claims arising out of any injury or damage to property as a result of the Assigned Contracts and Orders performance of any work or services or the provision, manufacture, or sale of any goods by Seller prior to the Closing; (v) any Liability for warranty claims arising out of the performance of any work or services or the provision, manufacture, or sale of any goods by Seller prior to the Closing Date(unless included in the Final Closing Net Working Capital, and in such event, then only in the specific dollar amount set forth therein) or relating to Surety Bonds; (bvi) all liabilities and obligations any Liability for any Taxes (A) of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant Seller or any Affiliate of Seller for any period or (B) that relate to the Nizatidine Supply Agreement AssignmentPurchased Assets, the Business or any Transferred Employee for any Pre-Closing Period (regardless of when assessed), other than, in each case to the extent included in the Final Closing Net Working Capital; (cvii) all Losses arising out of claims of third parties due to the use extent permitted by Law, all Liabilities relating to, arising from, or sale in any way connected with any Person who is or was an employee of Seller, including any Person whose employment with the Product (whether or not defective) sold Business was terminated prior to the Closing Date by Reliant and their dependents, including Liability under any Law pertaining to employment and employment practices (other than, in each case to the extent included in the Final Closing Net Working Capital, and in such event, only in an amount included in such final calculation with respect to the applicable Liabilities)); (viii) except to the extent set forth in Section 1.1(c)(iv), any Liability for deferred compensation, accrued bonuses, transaction or other bonuses, or termination/severance obligations (including such obligations that may arise in connection with the transactions contemplated hereby, including after Closing), including Seller’s liability for any Change of Control Payments which do not constitute Retention Payments; (ix) any Liability relating to, arising from, or in any way connected with the current or former incentive equity or option arrangements, employment agreements or any Employee Benefit Plans of its Affiliates Seller, including but not limited to, minimum funding liability, termination liability for single-employer pension plans, withdrawal liability for multiemployer pension plans, PBGC insurance premium liability, and all Losses Liability for Breach of fiduciary duties; (x) any Liability relating to, arising from, or in any way connected with any collective bargaining agreement and/or agreement executed between any multiemployer or joint employer/union health, welfare and/or pension fund and Seller; (xi) any Seller Transaction Expenses or Change of Control Payments or any Liability of Seller under this Agreement or in connection herewith (except to the extent that Purchaser failed to pay such amounts pursuant to Section 1.5 of this Agreement); (xii) any Liability to any Affiliate of Seller, or any Person claiming to own or have owned any equity security of or interest in Seller; (xiii) any Liability or obligation of Seller (including contractual indemnity obligations, except to the extent first arising following the Closing out of any Included Contract), relating to any Hazardous Materials or arising out of claims any actual or alleged Breach by Seller of third parties due any Environmental Requirements or Environmental Permits, in each case arising from any action, omission, event, circumstance, or condition occurring or existing prior to the Closing, including all Liabilities and obligations of Seller for any bodily injury (including illness, disability, and death, regardless of when any such bodily injury manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), contribution, strict liability or relating other damage to any voluntary Person arising from such Breach or involuntary recall of the Product sold from any Hazardous Materials that were, prior to the Closing Date(A) placed by Seller, its Affiliates or on Seller’s or its Affiliate’s behalf on or at any real property owned, leased, occupied, used, or operated by Seller or at which Seller has provided any services (or present on any other property, if such Hazardous Material emanated or allegedly emanated from or originated or allegedly originated from any such real property at the direction or with the permission of Seller or its Affiliates), (B) disposed or released or allegedly disposed or released by any Person on or at the Leased Real Property or related to the Business, or (C) disposed off-site by, for, on behalf of, or arranged by Seller or the Business (collectively, the “Pre-Closing Environmental Liabilities”); (dxiv) subject any obligation of Seller to Sections 7.3(d) and 7.7indemnify any Person by reason of the fact that such Person was a director, all Government Rebates and Charges and Discounts for Product distributed by Reliant officer, employee, or agent of Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of its Affiliates prior to the Closing Dateanother entity; (exv) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior Liabilities related to the Closing DateReimbursable CapEx Expenditure; (xvi) all Liabilities relating to, arising from or in any way connected with any Excluded Real Property; and (fxvii) other than Assumed Liabilities, all Liabilities associated with the ownership, control or operation of Seller or the Business prior to the Effective Time. For the avoidance of doubt, any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from Liability included as a liability in the consummation of the transaction contemplated herebyFinal Closing Statement shall be an Assumed Liability.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the Purchaser contrary, the Buyer does not assume and shall not, at the Closing or at any time thereafter, assume or agree not be responsible to pay, perform or dischargedischarge (and the Seller shall retain, and Reliant shall remain liable for and shall pay, perform and or otherwise discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating without recourse to the Product and Buyer) any Liabilities of the Product Line Operations (whether known Seller or unknown, whether absolute any of its Affiliates of any kind or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliantfollowing: (a) all any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and obligations required sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be performed under an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contracts and Orders Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (bf) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any Seller Transaction Expenses, except to the Nizatidine Supply Agreement Assignmentextent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (cg) all Losses arising out of claims of third parties due any Liability to the use indemnify, reimburse or sale advance amounts to any present or former officer, member, manager, director, employee or agent of the Product Seller (whether including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or not defective) sold prior local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the Closing Date by Reliant consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its Affiliates and all Losses arising out of claims of third parties due to employees on or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (di) subject any Liability relating to Sections 7.3(d) and 7.7any Excluded Assets, all Government Rebates and Charges and Discounts for Product distributed by Reliant whether arising prior to, on or any of its Affiliates prior to after the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any of the following Liabilities or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations Seller (whether known or unknowncollectively, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitation, any Taxes payable by the following liabilities Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and obligations (xi) any liability of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to Seller based on Seller’s actions or omissions occurring after the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing not assume and shall not be obligated or at any time thereafter, deemed to assume or agree be obliged to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and otherwise discharge (any Liability of Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any Affiliate of Reliant Seller or relating to the Product Business and the Product Line Operations (whether known or unknownSeller and its Affiliates shall be solely and exclusively liable with respect to all such Liabilities, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities with respect to Seller include, but are not limited to, the following: (i) any Liability of Seller or its Affiliates, or for which any of Seller or its Affiliates is liable, arising out of, or relating to, or in connection with the administration of the Bankruptcy Case or the negotiation, execution, and consummation of the transactions contemplated by this Agreement or any other Transaction Document (including any preparation for a transaction process, bankruptcy process, any sale process involving other potential buyers or any contemplated public offering or financing), whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, the following liabilities all finder’s or broker’s fees and obligations expenses and any and all fees and expenses of Reliant:any representatives of Seller; (aii) any Liability incurred by Seller or its directors, officers, managers, stockholders, members, partners, agents or employees (acting in such capacities), including all liabilities and obligations required indemnification claims; (iii) any Liability of Seller to be performed any Person on account of any Action or Claim; (iv) any Liability relating to or arising out of the ownership, possession or operation of an Excluded Asset; (v) any Liability of Seller or related to the Business that arises under or relates to a violation of Environmental Laws or to the Assigned Contracts and Orders release, treatment, storage, disposal or other management of a Hazardous Material prior to the Closing Date; (bvi) all liabilities checks and obligations of Reliant under the Nizatidine Supply Agreement not assumed drafts that have been written or submitted by Purchaser pursuant Seller prior to the Nizatidine Supply Agreement Assignmentclose of business on the Closing Date but have not yet cleared; (cvii) any Liability of Seller under any indebtedness, including, without limitation, indebtedness for borrowed money, any indebtedness owed to any stockholder or other Affiliate of Seller, and any Contract evidencing any such financing arrangement; (viii) all Losses arising out of claims of third parties due to the use or sale of the Product Liabilities (whether arising prior to, on or not defective) sold prior to after the Closing Date by Reliant Date) in respect of any employee, officer, director or independent contractor of Seller or any of its Affiliates Affiliates; (ix) any and all Losses Liabilities arising under any Benefit Plans; (x) all Liabilities in respect of Taxes, including Liabilities in respect of Taxes arising out of the conduct of the Business or ownership of the Acquired Assets; (xi) all Rejection Damages Claims; (xii) any and all Liabilities in connection with customer claims against Seller or any of third parties due its Subsidiaries, whether known or unknown, including (A) product warranties returns, rebates, credits and related claims and any Actions related to product liability claims relating to, resulting from, caused by or arising out of ownership, operation or control of the Business and (B) any and all warranties, representations and guarantees made to suppliers, manufacturers and contractors relating to products sold, or services provided, in the case of each of (A) and (B) to the extent accruing, arising out of or relating to any voluntary events, occurrences, acts or involuntary recall of the Product sold omissions occurring or existing on or prior to the Closing Date; (dxiii) subject all Liabilities, other than those under this Agreement, owed to Sections 7.3(dSeller or its Affiliates, including intercompany debt, loans or payables; (xiv) all Liabilities related to the WARN Act, to the extent applicable, with respect to employees of Seller, and 7.7for any Action resulting from such employees’ separation of employment prior to or on the Closing Date, as with respect to all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates periods prior to the Closing Date; (e) subject , Seller shall remain liable and responsible for compliance with, as well as any liability which may arise or exist under the WARN Act with respect to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or the termination of any Reliant Brand, distributed by Reliant or any employee of its Affiliates on or Seller prior to or on the Closing Date; and (fxv) any obligations other than as specifically set forth herein, fees or expenses of Reliant arising under Seller incurred with respect to the transactions contemplated by this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything Neither the Purchaser nor its Affiliates shall assume or become responsible for any liabilities or other obligations of the Seller or its Affiliates except to the contrary extent set forth in Section 2.4 of this Agreement. All Excluded Liabilities, including those set forth in this AgreementSection 2.3, shall remain the sole obligation and responsibility of the Seller and its Affiliates. The Excluded Liabilities include, but are not limited to, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities following (the “Excluded Liabilities”): a. accounts payable, and other indebtedness, including any interest bearing liabilities, of the Seller existing as of the Closing Date; b. all liabilities for any Taxes on income arising from the sale of the Acquired Assets and any Taxes attributable to the period prior to the Closing Date, except as provided in Section 11.5, shall not be part of the transactions contemplated herein; c. liabilities relating to or arising in respect of any of the Excluded Assets and any other liabilities which do not form part of the Business as presently conducted; d. indebtedness of the Seller and its Affiliates to third parties and any guarantees or obligations to reimburse a bank or other Person under any letter of credit or similar obligations, and any interest, fees, prepayment premium and other amounts payable in respect thereto; e. all liabilities against which Seller has agreed to indemnify the Purchaser and its Affiliates pursuant to this Agreement; f. the fees, expenses and other costs, incurred by the Seller and its Affiliates in connection with negotiating, preparing, closing and carrying out the provisions of this Agreement; g. all liabilities resulting from a claim by a third party for money or other compensation in respect of injury allegedly due and arising as a result of a use of the Products that were manufactured, supplied or sold by Seller before the Closing, including, without limitation, warranty obligations, and irrespective of the following liabilities and obligations of Reliant:legal theory asserted, but, excluding to the extent arising from Purchaser’s negligence or willful misconduct if in connection with Product Purchaser purchased as Inventory herewith; (a) h. all liabilities arising out of or relating to the return and obligations required rebate (including fees related thereto) with respect to Products sold by Seller prior to the Closing, to the extent that Purchaser reasonably shows such Products were sold by Seller prior to the Closing. To the extent Purchaser can show that Products were not sold by Purchaser after the Closing, then that return and rebate shall be performed under deemed a liability of Seller. i. to the Assigned Contracts and Orders extent arising prior to or on the Closing Date, all liabilities relating to the Assumed Contracts. j. all liabilities arising from Inventory (see Xxxx of Sale) which is unsaleable due to failure to meet specifications as designated in applicable certificate of analysis. k. all liabilities arising from (i) Products that were manufactured, supplied or sold by Seller prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant , except to the Nizatidine Supply Agreement Assignment; extent arising from Purchaser’s negligence or willful misconduct if in connection with Product Purchaser purchased as Inventory herewith, or (cii) all Losses arising out of claims of third parties due any activity or omission by Seller or its Affiliates related to the use or sale of the Product (whether or not defective) sold Products prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyClosing.

Excluded Liabilities. Notwithstanding anything to The Buyer shall not assume or be responsible for the contrary in this Agreementperformance of any of the following Liabilities (collectively, the Purchaser shall not"EXCLUDED LIABILITIES"): (a) any Liability of the Seller in respect of or otherwise arising from the operation or use of the Excluded Assets or any other assets of the Seller that are not Acquired Assets; (b) any Liability of the Seller including, at without limitation, any Environmental Liability, in respect of or otherwise arising from the Closing or at exercise of the Reserved Easements; (c) any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant Liability relating to the Product treatment, disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility, by the Seller, prior to the Closing Date, of Hazardous Substances that were generated at the Sites, PROVIDED that for purposes of this Section, "Offsite Disposal Facility" does not include any location to which Hazardous Substances disposed of or Released at the Acquired Assets have migrated; (d) any Liability of the Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (e) any Liability of the Seller in respect of payment obligations for goods delivered or services rendered prior to the Closing Date or other Liabilities under contracts or leases which the Buyer has not assumed pursuant to Section 2.3(b); (f) any Liability which is or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with GAAP, other than those Liabilities which are expressly set forth as Assumed Liabilities in Sections 2.3(a), (b) and (c) hereof; (g) any Liability of the Product Line Operations (whether known Seller arising out of any Employee Benefit Plan established or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due maintained by the Seller or to become duewhich the Seller contributes or any Liability for the termination of any such Employee Benefit Plan; (h) other than any Liability of the Assumed Liabilities (the “Excluded Liabilities”)Seller for any compensation or any benefits, including, without limitation, vacation pay, severance pay, post-retirement benefits and COBRA coverage, accruing on or prior to the following liabilities and obligations Closing Date under the terms or provisions of Reliant:any Seller Employee Benefit Plan, the Collective Bargaining Agreement or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7; (ai) all liabilities and obligations required any Liability of the Seller relating to be performed under any cause of action against the Assigned Contracts and Orders Seller filed with or pending before any court or administrative agency on the Closing Date; (j) any Liability of the Seller for any fines or penalties imposed by a Governmental Authority resulting from (x) any investigation or proceeding pending on or prior to the Closing Date or (y) illegal acts or willful misconduct of the Seller on or prior to the Closing Date; (bk) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any Environmental Liability to the Nizatidine Supply Agreement Assignment; (c) all Losses arising extent such Environmental Liability arises out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating relates to any voluntary Governmental Authority's allegation and investigation of any criminal violations of Environmental Laws by the Seller of which the Seller has received formal written notification from such Governmental Authority on or involuntary recall of the Product sold prior to the Closing Date; (dl) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior Environmental Liability to the Closing Date; (e) subject to Section 7.5, all obligations for replacements extent such Environmental Liability derives from the same facts which form the basis of a conviction of, or refunds plea of NOLO CONTENDERE by, the Seller for Product, whether a violation of Environmental Laws which conviction or not bearing Reliant’s name or any Reliant Brand, distributed plea arises out of a Governmental Authority's investigation of criminal violations of Environmental Laws by Reliant or any the Seller of its Affiliates which the Seller receives formal written notification from such Governmental Authority on or prior to before the Closing sixth anniversary of the Effective Date; and (fm) any obligations Liability in respect of Reliant arising under this AgreementTaxes attributable to the Acquired Assets for taxable periods ending on or before the Closing Date as such Taxes are to be pro rated in accordance with Section 2.8, including except those Taxes for which the Buyer is liable pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebySection 8.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser Seller shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain be solely liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product extent arising from, or to the extent arising in connection with, ownership of the Assets or to the operation of the Business prior to the Closing Date, whether or not reflected on its books and records. Neither Buyer nor its Affiliates will assume by virtue of this Agreement or the Product Line Operations transactions contemplated hereby or otherwise, and will have no liability for, any obligations and liabilities of (and Seller and its Affiliates and their respective direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge), all of their debts, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever, whether known or unknown, whether absolute accrued or not accrued, fixed or contingent, whether liquidated or unliquidated not expressly assumed by Buyer pursuant to the Assumption Agreement (all such liabilities and whether due or to become due) other than the Assumed Liabilities (obligations not being assumed being herein called the “Excluded Liabilities”), including without limitation, the following: (a) Any liability for breaches of any and every contract or any other instrument, or purchase order or any liability for payments or amounts due under any contract, agreement, lease, license, commitment or any other instrument, contract, document or purchase order to the extent related to the Business excluding however, this Agreement and all other contracts or instruments entered into among the Parties related to the transactions contemplated by this Agreement or resulting from any breach of any such contract or other instrument by Buyer or its Affiliates; (b) Any liability or obligation for Taxes attributable for any period, or attributable to or imposed upon the Client Accounts for any period (or portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to Seller or its Affiliates or arising from the following liabilities and obligations of Reliant:transactions contemplated by this Agreement; (ac) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable including any such liabilities owed to Affiliates of Seller; (d) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission by or on behalf of Seller or any and all liabilities of its Affiliates and their respective direct or indirect subsidiaries, including, without limitation, any liability for violations of federal or state securities or other Laws; (e) Any liability or obligations required to be performed under the Assigned Contracts extent relating to Seller’s agreements with Registered Representatives and Orders Investment Advisory Representatives; (f) Any liability or obligation arising out of any “employee benefit plan,” as such term is defined by ERISA or related to other Plans of Seller or its Affiliates; (g) Any liability or obligation for making payments of any kind (including as a result of the affiliation of Registered Representatives or Investment Advisor Representatives or as a result of the termination of employment of employees, or other claims arising out of the terms and conditions of employment, or for vacation or severance pay or otherwise) to employees of Seller, its Affiliates and their respective direct and indirect subsidiaries, or in respect of payroll taxes for employees of Seller, its Affiliates and their respective direct and indirect subsidiaries; (h) Any liability or obligation for making payments of any kind with respect to the Client Accounts, whether to customers or other third parties, where such liability or obligation was incurred or arose prior to the Closing Date; (bi) all Any liabilities and or obligations in respect of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing DateExcluded Assets; and (fj) Any liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby including, but not limited to, any obligations of Reliant arising under this Agreement, including pursuant liability or obligation related to the failure to secure any representation, warranty or covenant hereunder, or necessary authorizations from the consummation of the transaction contemplated herebyany Governmental Entity.

Excluded Liabilities. Notwithstanding anything to Except for the contrary Assumed Liabilities specifically set forth in this AgreementSection 2.2 above, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or dischargeotherwise become responsible for, and Reliant shall remain liable for and shall paythe Assumed Liabilities expressly exclude, perform and discharge (any debt, liability, duty or cause to be paidobligation, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute fixed or contingent, whether liquidated of Seller including any Benefits Liabilities and liabilities or unliquidated and whether due obligations related to the Acquired Assets or to become due) other than the Assumed Liabilities Business which are outstanding or unpaid as of the date hereof (the “Excluded Liabilities”), including, without limitation. Without limiting the foregoing, the following term “Excluded Liabilities” shall include all liabilities, including any liabilities for Taxes, arising from or related to: (i) Seller’s operations, whenever arising or incurred, or Seller’s ownership of the Products and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to Acquired Assets through the Closing Date; ; (bii) all liabilities and obligations Seller’s termination of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any Contracts relating to the Nizatidine Supply Agreement Assignment; Business or otherwise; (ciii) all Losses arising out any Designated Employee hired by Buyer that accrues or arises as of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant (other than Accrued Vacation Pay and the obligations of Parent pursuant to Parent’s written offers of employment referenced in Section 5.9), or any of its Affiliates and all Losses arising out Seller’s other agents, consultants, independent contractors, employees or former employees, whenever arising, in each case including WARN Act, change of claims of third parties control, workers’ compensation, severance, salary, bonuses, COBRA benefits or other benefits or payments due to or relating to under any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for ProductEmployee Plan, whether or not bearing Reliant’s name any such employees shall accept employment with Buyer in connection with the transactions contemplated hereby; (iv) any Benefits Liabilities; (v) any litigation matter or any Reliant Brand, distributed by Reliant or any of its Affiliates threat thereof arising on or prior to the Closing Date; and Date involving Seller and any current or former customer, lessor, shareholder, officer, employee, consultant, director or affiliate thereof, including Xxxxxx x. Xxxx-L Company, Inc., Civ. No. 00-S-1181, D. Colo., and all claims, disputes and causes of action among Seller and Xxxxxx X. Xxxxx, XX Enterprises, Xxxxx X. Xxxxxxx, Xxx X. Xxxxx and Xxxxx X. Xxxxxx, (fvi) any indemnification obligation of Seller to any affiliate or third party (other than indemnification obligations of Reliant arising under this Agreementset forth in the Transferred Contracts), (vii) any real estate lease or equipment lease, including pursuant the Lease Agreements, other than as contemplated under the Real Property Subleases, (viii) Seller’s Retained Environmental Liabilities, (ix) any guaranty or insurance policy of any type, including any life or health insurance or key man insurance policies on Xxxxxx Xxxxx or any other Person, (x) any sales, use and other transfer taxes, including any taxes arising from the transactions contemplated hereby (except as otherwise provided in Section 2.8 hereof), (xi) any and all fees and expenses incurred by Seller in connection with this Agreement and the transactions contemplated hereby, (xii) any Tax liabilities incurred by Seller prior to any representationthe Closing, warranty or covenant hereunder(xiii) the Asvan Payment (as defined in Section 5.27 hereof), or from (xiv) the consummation shareholder derivative action (Case No. 00-CV-6001) filed, purportedly on behalf of the transaction contemplated herebySeller, in Xxxxxxxx Xxxxx, Xxxx xxx Xxxxxx xx Xxxxxx against Xxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxx Xxxx and the Seller, the appeal filed by the derivative plaintiff with the Colorado Court of Appeals with respect to same (Case No. 02-CA-1901) or any related proceeding.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Buyer shall assume only the Purchaser shall not, Assumed Liabilities at the Closing and neither Buyer nor any of its Affiliates shall assume any other liability or at obligation of Xxxxxxxx, Tribune or any time thereafterof their respective Affiliates of whatever nature, assume whether presently in existence or agree to pay, perform or discharge, arising hereafter. All such other liabilities and Reliant obligations shall remain liable for and shall pay, perform and discharge (or cause to be paidretained, performed and discharged) when duedischarged by, and remain obligations and liabilities of, Xxxxxxxx, Tribune or any of their respective Affiliates (all such liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the not being assumed as Assumed Liabilities (being herein referred to as the “Excluded Liabilities”), includingand, without limitationnotwithstanding anything to the contrary in Section 2.03, each of the following liabilities and obligations shall be deemed Excluded Liabilities for the purposes of Reliantthis Agreement: (a) all liabilities and obligations any liability or obligation under or with respect to any Assumed Contract, Governmental Authorization, Order, Real Property Lease or Revenue Lease required by the terms thereof to be discharged (or in respect of any breach thereof) prior to the Effective Time or as set forth on Section 2.04(a) of the Disclosure Schedules; (b) any liability or obligation for which Xxxxxxxx, Tribune or any of their respective Affiliates has already received or will receive the partial or full benefit of the Purchased Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) any liability related to the Indebtedness of Xxxxxxxx, Tribune or any of their respective Affiliates, including as set forth on Section 2.04(c) of the Disclosure Schedules; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees, Employees who are not Transferred Employees, and any former employees of Xxxxxxxx, Tribune or any of their respective Subsidiaries that are not Transferred Employees; (f) any liability or obligation relating to or arising out of any Xxxxxxxx Plan or Tribune Plan, except to the extent such liability or obligation is expressly assumed by Buyer under Article VIII; (g) except to the extent prorated in accordance with Section 2.08(c), any liability or obligation relating to the bonuses, vacation, sick time or other paid time off, with respect to the Transferred Employees, that accrues or arises from services performed prior to the Employment Commencement Date; (h) any Tax liability or obligation (i) for Pre-Closing Tax Periods (including any Taxes allocable under Section 9.04(d) to the Assigned Contracts and Orders portion of any Straddle Period ending on the day prior to the Closing Date) with respect to the Purchased Assets (except as expressly provided for in Section 9.02) or (ii) imposed on or payable by or with respect to Xxxxxxxx, Tribune or their respective Affiliates (except as expressly provided in Section 9.02), and with respect to clause (ii), excluding any such liability or obligation relating to the Purchased Assets; (bi) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of Xxxxxxxx, Tribune or any of their respective Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (j) any liability or obligation for (i) (x) any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby or contemplated by the Merger Agreement (including any termination of employment in connection therewith) that is due and payable on or prior to the Effective Time or the Employment Commencement Date, whichever is later, or (y) any liabilities relating to any retention or stay bonus or similar payment to which a Transferred Employee is entitled as of the Closing Date that will become due and payable following the Closing Date or the Employment Commencement Date (whether or not the employment of such Transferred Employee is terminated following either such date), (ii) any claims by or on behalf of Transferred Employees arising during or to the extent relating to periods prior to the Employment Commencement Date, except to the extent taken into account as a proration in accordance with Section 2.08(c), and (iii) the matters set forth in Section 8.06 with respect to equity awards; (k) the liabilities and obligations arising out of, or with respect to, the Business or the operations of any of the Stations, including the owning or holding of the Purchased Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder), including any Proceeding arising from or related to the period prior to the Effective Time; (l) all Excluded Environmental Liabilities; (m) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant Xxxxxxxx, Tribune or any of its their respective Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior (i) not related to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant Business or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements ofPurchased Assets, or refunds for Product, whether or (ii) that are not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing DateAssumed Liabilities; and (fn) any liability or obligations of Reliant arising under Xxxxxxxx or Tribune under, or in connection with, this AgreementAgreement or any document executed in connection therewith, including pursuant to the Ancillary Agreements or the sales process for the Stations, including any representation, warranty fees or covenant hereunder, or from expenses incurred in connection therewith except as otherwise agreed by the consummation of the transaction contemplated herebyparties.

Excluded Liabilities. (a) Notwithstanding anything to the contrary in this AgreementAgreement or otherwise, the Purchaser shall not, at the Closing or at any time thereafter, not assume or agree for any reason be deemed to pay, perform have assumed or discharge, and Reliant shall remain be liable for and shall payany Claims, perform and discharge (Liens, Encumbrances, Interests or cause to be paid, performed and discharged) when due, all liabilities and obligations Liabilities of Reliant relating to the Product and the Product Line Operations (whether known or unknownSellers of any nature whatsoever, whether absolute presently in existence or contingent, whether liquidated or unliquidated and whether due or to become due) arising hereafter (other than the Assumed Liabilities Liabilities), including, but not limited to, the following (collectively, the “Excluded Liabilities”): (i) all Claims or Liabilities of Sellers that relate to any of the Excluded Assets (including under any Excluded Contracts); (ii) the Excluded Environmental Liabilities (regardless of whether such Liabilities are technically Liabilities of any Seller); (iii) any Liability relating to (A) events or conditions occurring or existing in connection with, including, without limitationor arising out of, the following liabilities and obligations of Reliant: Business as operated prior to the Closing, or (aB) all liabilities and obligations required to be performed under the Assigned Contracts and Orders ownership, possession, use, operation or sale or other disposition prior to the Closing Dateof any Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing, with the Business); (biv) any Liability relating to the Acquired Assets based on events or conditions occurring or existing prior to the Closing Date and connected with, arising out of or relating to: (A) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person or (B) compliance with any applicable Law relating to any of the foregoing; in each case except for any such Liability that may not be discharged by the Sale Order; (v) all liabilities Claims or Liabilities of Sellers or for which Sellers or any Affiliate of any Seller could be liable relating to Taxes that are not expressly assumed by Purchaser under Schedule 2.3(d); (vi) all Claims or Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller or any predecessor of any Seller in connection with, resulting from or attributable to the Bankruptcy Cases or the transactions contemplated by this Agreement or otherwise; (vii) all Indebtedness of any Seller; (viii) all Liabilities of Sellers related to the right to or issuance of any capital stock or other equity interest of any Seller, including any stock options or warrants; (ix) all Liabilities of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the ownership, lease or license of any properties or assets or any properties or assets previously used by Sellers or any predecessor of any Seller at any time, or other actions, omissions or events occurring prior to the Closing and which (A) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any rule, regulation, treaty or other similar authority or (B) relate to any and all Claims, disputes, demands, actions, Liabilities, damages, suits in equity or at Law, administrative, regulatory or quasi-judicial proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees or causes of action of whatever kind or character (“Proceeding”) against Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; (x) any Liability arising out of any Proceeding commenced against Sellers or any predecessor of any Seller after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; (xi) all Claims or Liabilities with respect to the Employees or former employees (or their representatives) of Sellers or any predecessor of any Seller based on any action or inaction occurring prior to and including on the Closing Date, including payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit sharing plans, health care plans or benefits (including COBRA), or any other employee plans or benefits or other compensation of any kind to any employee, and obligations of Reliant any kind including any Liability pursuant to the WARN Act; (xii) any Liability arising under any Employee Benefit Plan or any other employee benefit plan, policy, program, agreement or arrangement (other than an Assumed Plan) at any time maintained, sponsored or contributed to by Sellers or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any Liability including with respect to any underfunded pension Liability; provided, that for the avoidance of doubt, all Liabilities arising under the Nizatidine Supply Agreement not Assumed Plans shall be assumed by Purchaser pursuant to Section 2.3(c). (xiii) any Liability arising out of or relating to services or products of Sellers to the Nizatidine Supply Agreement Assignmentextent performed, marketed, sold or distributed prior to the Closing; (cxiv) all Losses any Liability under any Excluded Contract; (xv) any Liability under any employment, collective bargaining agreement, severance, retention or termination agreement with any employee, consultant or contractor (or their representatives) of Sellers, except if an Assumed Liability; (xvi) any Liability arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary grievance by current or involuntary recall former employees of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for ProductSellers, whether or not bearing Reliantthe affected employees are hired by Purchaser; (xvii) any Liability to any shareholder or other equity holder of any Seller, which Liability relates to such Person’s name capacity as a shareholder or other equity holder of a Seller; (xviii) any Liability arising out of or resulting from non-compliance or alleged non-compliance with any Law, ordinance, regulation or treaty by Sellers; (xix) any Liability for infringement or misappropriation of any Intellectual Property arising out of or relating to any conduct of any Seller or operation of the Business on or before the Closing; (xx) any Liability of Sellers under this Agreement or any Reliant Brand, distributed by Reliant or Ancillary Agreements; (xxi) any Liability of its Affiliates on or prior Sellers related to all Indebtedness as of the Closing Dateunder the Pre-Petition Loan Documents; (xxii) the Liabilities specifically identified and described on Schedule 2.4(a)(xxii); and (fxxiii) any obligations other Liabilities of Reliant arising under this Agreement, including Sellers not expressly assumed by Purchaser pursuant to Section 2.3. (b) The parties acknowledge and agree that disclosure of any representationLiability on any Schedule to this Agreement shall not create an Assumed Liability or other Liability of Purchaser, warranty or covenant hereunder, or from except where such disclosed Liability has been expressly assumed by Purchaser as an Assumed Liability in accordance with the consummation provisions of the transaction contemplated herebySection 2.3.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or any other writing to the contrary in this Agreementcontrary, Buyer and/or the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than relevant Designated Buyers are assuming only the Assumed Liabilities and are not assuming any other Liability of the Sellers or any of their Affiliates of whatever nature, whether presently in existence or arising hereafter and whether or not related to the Purchased Assets or the Purchased Business. All such other Liabilities (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”)) shall, includingsubject to the discharge under section 1141 of the Bankruptcy Code and the other terms of the Plan of Reorganization and the Confirmation Order, without limitationbe retained by and remain Liabilities of NonCoreCo and its Affiliates. Notwithstanding any provision in this Agreement (including ‎Section 2.03) or any other writing to the contrary, the following liabilities and obligations of ReliantExcluded Liabilities shall include the following: (a) all liabilities and obligations required Liabilities for Taxes (i) of any Seller, its Affiliates or any of their stockholders (or members) for any Tax period (including any liability of any Seller for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise) or (ii) arising from or attributable to be performed under the Assigned Contracts and Orders ownership of the Purchased Assets or the operation of the Purchased Business (or of a Continued Tax Group) for any Tax period (or portion thereof) ending on or prior to the Closing Date; (b) all liabilities any Liability of the Sellers or their Affiliates under any Indebtedness, including Indebtedness owed by any Seller to any direct or indirect Affiliate of such Seller, and any obligations of Reliant or liability under debtor in possession financing incurred by the Nizatidine Supply Agreement not assumed by Purchaser pursuant to Sellers or their Affiliates during the Nizatidine Supply Agreement AssignmentBankruptcy Case; (c) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d), all Losses Black Lung Liabilities and Workers’ Compensation Liabilities related to the Purchased Assets, including to and with respect to Business Employees and former employees who worked or who were employed at the Purchased Assets, including, but not limited to, any such Black Lung Liabilities and Workers’ Compensation Liabilities of the Sellers or any of their respective Affiliates with respect to any of their respective predecessors; (d) any Liability with respect to the Seller Transaction Expenses; (e) any Liability to the extent relating to or arising out of claims an Excluded Asset; (f) any Liabilities of third parties due any Seller or any of their Affiliates relating to the use or sale of the Product (whether arising from unfulfilled commitments, quotations, purchase orders, customer orders or not defective) sold work orders prior to the Closing Date that (subject to the last sentence of ‎Section 7.01(a)) are not validly and effectively assigned to Buyer and/or the relevant Designated Buyers pursuant to this Agreement; (g) any Excluded Pre-Closing Fines; (h) other than the Assumed Liabilities pursuant to ‎Section 2.03(b), ‎(d)(ii) and ‎(g), any Liabilities arising out of, in respect of or in connection with the failure by Reliant any Seller or any of its Affiliates to comply with any Applicable Law or order by any Governmental Authority; (i) other than the Assumed Liabilities pursuant to ‎Section 2.03(a), any Liability under the Assumed Contracts and all Losses the Assumed Leases arising out of claims of third parties due to or relating to events, breaches or defaults thereunder occurring on or prior to the Closing Date (including all Cure Costs); (j) any voluntary Liability with respect to any coal sales, natural gas sales in any way related to the PLR Complex (it being understood that certain of such Liabilities have been assigned to the purchaser of such assets pursuant to the PLR Order and the agreements attached thereto and are not being retained by or involuntary recall remaining Liabilities of NonCoreCo and its Affiliates) or other goods sold or any service provided by the Sellers or their Affiliates, including any such Liability or obligation (i) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller or any Affiliate of such Seller, or alleged to have been made by any Seller or any Affiliate of such Seller, (ii) imposed or asserted to be imposed by operation of Applicable Law or (iii) pursuant to any doctrine of product liability; (k) other than the Assumed Liabilities pursuant to ‎Section 2.03(a), ‎(b), ‎(d)(ii) and ‎(g), any Liability with respect to any Action to the extent arising out of or relating to the operation of the Product sold Purchased Business or pertaining to the Purchased Assets, in each case prior to Closing; (l) any Liability (whether arising before, on or after Closing) with respect to any employee or former employee of any Seller or any Affiliate of any Seller (or any individual who applied for employment with any Seller) who is not a Transferred Employee; (m) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d) or ‎Section 2.03(f), any Liability that relates to any Transferred Employee arising out of or relating to events occurring on or prior to the Closing Date; (dn) subject to Sections 7.3(d) and 7.7other than as set forth in ‎Section 2.03(e), all Government Rebates trade accounts payable, all accrued operating expenses and Charges and Discounts for Product distributed other current liabilities of the Sellers related to the Purchased Business; (o) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d) or ‎Section 2.03(f), any Liability arising under, relating to or with respect to any employee benefit plan, policy, program, agreement or arrangement at any time maintained, sponsored or contributed to by Reliant any Seller or any ERISA Affiliate, or with respect to which any Seller or any ERISA Affiliate has any liability, including with respect to any underfunded pension liability to any employee benefit plan, the PBGC, IRS or Department of Labor or otherwise; (p) any Liability arising under, relating to or with respect to any multi-employer pension plan; (q) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d) or ‎Section 2.03(f), any Liabilities to any current or former employee of any Seller or any of its Affiliates prior or any beneficiary thereof, relating to the Closing Dateany employee benefits or compensation arrangement; (er) subject to Section 7.5other than Liabilities that are Assumed Liabilities under ‎Section 2.03(f), all obligations for replacements ofany Liability under any employment, collective bargaining, severance, retention or refunds for Producttermination agreement or arrangement with any employee, whether consultant or not bearing Reliant’s name contractor (or its Representatives) of any Reliant Brand, distributed by Reliant Seller or any of its Affiliates on Affiliates; (s) any Liabilities pursuant to Environmental Law arising from or prior related to any use, transportation, release, treatment, storage or disposal of, or human exposure to, Hazardous Materials at any location not included in the Purchased Assets (the “Excluded Off-Site Environmental Liabilities”); (t) except as specified in ‎Section 2.03(g), all Liabilities under any Consent Decree, including all Liabilities for any stipulated penalties under any Consent Decree to the Closing Dateextent such penalties arise from or relate to events occurring pre-Closing; and (fu) any obligations Liability arising under, relating to or with respect to the Restructuring Steps, other than any Liability for the failure of Reliant arising under this AgreementBuyer or any of its Subsidiaries to perform any Restructuring Step that is expressly to be performed by Buyer or any of its Subsidiaries (for the avoidance of doubt, including a Liability shall not be deemed to arise under, relate or exist with respect to the Restructuring Steps solely because it is transferred pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyRestructuring Steps).

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Insilco (or any predecessor of Insilco or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Insilco (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"), and, notwithstanding anything to the contrary in this AgreementSection 4.04, none of the Purchaser following shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (for the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations purposes of Reliantthis Agreement: (a) all liabilities any liability or obligation of Insilco, or any member of any consolidated, affiliated, combined or unitary group of which Insilco is or has been a member, for Taxes (other than (i) Taxes of Insilco Sub One, Insilco Sub Three, TCI, Arup and obligations required to be performed under the Assigned Contracts and Orders prior Dalian for any Post-Closing Tax Period (ii) any Tax liability to the Closing Dateextent reflected in the Final Working Capital or (iii) for which Seller is not liable under Section 9.06(b) or as otherwise expressly set forth herein); PROVIDED that Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the manner set forth in Section 9.06(c) hereof; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant except to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use extent provided in Sections 10.02, 10.03 and 10.04, any liability or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or obligation relating to any voluntary employee benefits or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates compensation arrangements existing on or prior to the Closing Date, including, without limitation, any liability or obligation under any of Seller's employee benefit agreements, plans or other arrangements; and (fc) any obligations of Reliant arising under this Agreementliability or obligation relating primarily to an Excluded Asset. Notwithstanding the foregoing clause (c), including the fact that a Purchased Asset is sold between the date hereof, and the Closing Date (and therefore becomes an Excluded Asset pursuant to Section 4.02(d)), shall not cause any representation, product liability or warranty or covenant hereunder, or claim described in Section 4.03(c)(iii) arising from the consummation of the transaction contemplated herebysuch sale to become an Excluded Liability.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.3 or any other provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of Sellers or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known their Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, includingand shall cause each of their Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the following liabilities and obligations of ReliantExcluded Liabilities shall include, but not be limited to, the following: (a) all liabilities any Liabilities relating to the Project or any present or former developer, owner or operator of the Project incurred prior to the Closing Date, whether or not associated with, or arising from, any of the Purchased Assets, and obligations required whether fixed, contingent or otherwise, known or unknown; (b) any Liabilities related to be performed the Excluded Assets; (c) any Liability of Sellers for Taxes accrued before or through the Closing Date with respect to Purchased Assets; (d) any Liability of Sellers for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (e) any Liability under the Assigned Land Contracts, Purchased Contracts and Orders (other than the GIA), Permits or Permit applications to the extent such Liability, but for a breach or default by Sellers or a waiver or extension given to or by Sellers, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent such Liability arises out of any such breach, default, waiver or extension given to or by Sellers; (f) any obligations owed to any Governmental Authority arising out of commitments (other than Permits or Purchased Contracts) which were made by Sellers prior to the Closing Date; (bg) all liabilities and obligations Sellers’ portion of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to costs associated with the Nizatidine Supply Agreement AssignmentGIA as set forth in Section 6.10; (ch) all Losses any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of claims any actions or omissions of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates Sellers on or prior to the Closing Date; and (fi) any obligations Liabilities arising out of, in respect of Reliant arising under this Agreement, including pursuant or in connection with the failure by Sellers or any of their Affiliates to comply with any representation, warranty Law on or covenant hereunder, or from prior to the consummation of the transaction contemplated herebyClosing Date.

Excluded Liabilities. Notwithstanding anything Except as and to the contrary limited extent specifically set forth in this AgreementSection 2.2(a), Buyer is not assuming any Liabilities of Parent or the Purchaser shall not, at the Closing or at any time thereafter, assume or agree Companies (including Liabilities related to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating otherwise Assumed Liabilities arising prior to the Product Closing) and all such Liabilities shall be and remain solely the responsibility of Parent and the Product Line Operations Companies (whether known or unknowncollectively, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”). Parent or the applicable Company shall pay, includingperform and discharge, without limitationas and when due, all of the Excluded Liabilities. Without limiting the generality of this Section 2.2(b), all of the following liabilities and obligations of Reliant: shall be Excluded Liabilities: (ai) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior Indebtedness; (ii) all Transaction Expenses; (iii) all Film Equipment Expenses to the Closing Date; extent not included in the calculation of the Final Cash Purchase Price; (biv) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; Pre-Closing Taxes; (cv) all Losses Environmental Liabilities; (vi) all Liabilities related to or arising out of claims of third parties due any Pending Litigation or Excluded Asset; (vii) all Liabilities related to the use or sale arising out of the Product NCM Buyout, including all NCM Buyout Obligations; and (whether viii) any payment, expense or not defectivefee (including any bonus or other Compensation) sold prior that accrues or becomes payable by Parent, any Company or any of their respective Affiliates to the Closing Date by Reliant any current or former employee of Parent or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to Affiliates, any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant Governmental Entity or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements other Person as a result of, or refunds for Productin connection with, whether or not bearing Reliant’s name the execution and delivery of this Agreement or any Reliant Brand, distributed by Reliant Ancillary Document or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction transactions contemplated herebyby this Agreement or any Ancillary Document.

Excluded Liabilities. Notwithstanding anything any provision of this Agreement express or implied to the contrary (and without any implication that Purchaser is assuming any Liability of the Sellers or the Business or any Liability related to any of the Purchased Assets not expressly excluded), Purchaser is not assuming or becoming obligated in this Agreementany way in respect of, the Purchaser and shall not, at the Closing or at any time thereafter, assume or agree not be required to pay, perform perform, undertake or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than any Liabilities that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”). The Sellers shall pay, perform or discharge when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities. The Excluded Liabilities shall include, without limitation, the following: (a) all Liabilities related to, associated with, arising out of, or incurred in connection with the Excluded Assets; (b) all Liabilities related to, associated with, or arising out of the Seller Chargebacks and the Seller Returns in excess of aggregate reserves reflected in the Closing Date Balance Sheet; (c) all Liabilities related to, associated with, or arising out of any Contract that is (i) not a Purchased Asset or (ii) a Purchased Asset that is not set forth in any of Sections 2.1(i), 2.3(a)(ii) (as such Section 2.3(a)(ii) of the Sellers’ Disclosure Schedule is updated in accordance with Section 2.3(a)(ii) and Section 5.18), 3.17(a), 3.17(b) (as such Section 3.17(b) of the Sellers’ Disclosure Schedule is updated in accordance with Section 5.18 hereof) and 3.21(b) of the Sellers’ Disclosure Schedule; (d) all Liabilities related to, associated with, or arising out of any Seller Employment Agreement; (e) all Liabilities related to, in connection with, or arising from any SEC Reports; (f) all Liabilities based on any actual or alleged defect in the design, manufacture, quality, conformity to specification or fitness for purpose of any product manufactured, sold or distributed (including, without limitation, the Inventory and the Excluded Inventory) by, or for, the Sellers, or any service provided by the Sellers and/or the Business, before the Closing Date, including, without limitation, the following liabilities all product Liability, product warranty Liabilities and obligations all Liabilities in respect of Reliant:product recalls or product warnings (including, without limitation, product labeling, product disclosure, voluntary recalls and warnings reasonably intended to avoid or mitigate Liability); (ag) all liabilities Pre-Closing Environmental Liabilities; (h) all Liabilities for income Taxes, franchise Taxes or other Taxes based on income, revenue or gross receipts, and obligations required all Liabilities for or relating to be performed under other Taxes to the Assigned Contracts and Orders extent the other Taxes arise from or relate to any period ending prior to the Closing Date and the portion attributable to any a Straddle Period that is allocable to the portion of the taxable period ending on the Closing Date; (bi) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses Liabilities related to, associated with, or arising out of claims of third parties due any breach or default, failure to the use perform and overcharges or sale of the Product (whether underpayments, in each case arising from events or not defective) sold actions prior to the Closing Date under the Purchased Contracts (including, without limitation, any Licenses); (j) all Liabilities related to, associated with, or arising out of any employment or other service arrangement by Reliant or with the Sellers or any of its their respective Affiliates (including, without limitation, all Seller Plans) for all periods prior to and including the Closing Date (other than the COBRA responsibilities expressly provided for in Section 5.10(b)), including, without limitation, any amounts payable as compensation, bonuses, expense reimbursements and indemnification; (k) all Losses legal, accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of the Sellers or any of their respective Affiliates in connection with this Agreement and the transactions contemplated hereby; (l) all Liabilities related to, associated with, or arising out of claims the matters described in Items 1 and 2 of third parties due to or relating to any voluntary or involuntary recall Section 3.11 of the Product sold prior to Sellers’ Disclosure Schedule or in Section 2.4(l) of the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing DateSellers’ Disclosure Schedule; and (fm) all Liabilities related to, associated with or arising out of any obligations of Reliant arising under this Agreementaction, including pursuant claim, suit or proceeding with respect to any representation, warranty or covenant hereunder, or from the consummation operation of the transaction contemplated herebyBusiness prior to the Closing, whether such action, claim, suit or proceeding is brought prior to, on or after the Closing.

Excluded Liabilities. Notwithstanding anything Except as and to the contrary extent expressly provided in this AgreementSection 2.3, the Purchaser Buyer is not agreeing to, and shall not, at assume any other liability, obligation, undertaking, expense or agreement of the Closing Sellers of any kind, character or at any time thereafterdescription, assume whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or agree to pay, perform or dischargeotherwise, and Reliant whether arising prior to or following the Closing, and the execution and performance of this Agreement shall remain not render Buyer liable for and shall payany such liability, perform and discharge obligation, undertaking, expense or agreement (or cause to be paid, performed and discharged) when due, all of such liabilities and obligations of Reliant relating shall be referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (herein as the “Excluded Liabilities”), including, without limitation. Without limiting the generality of the foregoing, the following liabilities Excluded Liabilities shall include, and obligations of ReliantBuyer will not assume or be liable for: (a) all liabilities Any obligation to pay, reimburse or credit a Licensee or a customer of the Sellers in respect of a chargeback that arose in connection with the Sellers’ shipment and obligations required sale of merchandise to be performed under the Assigned Contracts and Orders prior to the Closing Datea customer; (b) all liabilities and obligations Any liability or obligation of Reliant WV IP Holdings under the Nizatidine Supply Second Amended and Restated Brand Management Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentdated August 15, 2008, with NBM; (c) all Losses Any liability or obligation with respect to any Excluded Asset, whether arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to after the Closing Date; (d) subject to Sections 7.3(d) and 7.7Except as expressly assumed in Section 2.3, all Government Rebates and Charges and Discounts for Product distributed by Reliant any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Business or the ownership or use of any of its Affiliates the Purchased Assets prior to the Closing Date; (e) subject to Section 7.5, all Any liability or obligation arising out of any Contract that is not an Assumed Contract; (f) Any Indebtedness of the Sellers (other than Indebtedness arising under an Assumed Contract); (g) Any of the Sellers’ liabilities or obligations for replacements expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, and any financial advisory or brokerage fees); (h) Any Damages or obligation of the Sellers or Parent from claims arising out of previous negotiations or agreements relating to the sale of the Business; (i) Any liability or obligation of the Sellers for any Taxes that accrue for any period on or after Closing, regardless of when assessed, excluding Taxes that relate to the operation of the Business arising after the Closing; (j) Except as set forth in Section 6.6, any liability or obligation arising at any time relating to any employee, director or former employee or director of the Sellers, including any liability for accrued wages, vacation, sick or holiday pay and allowances, any other paid time off and any liabilities under employment, severance, change of control or similar agreements or arrangement; (k) Except as set forth in Section 6.6, any duty, obligation or liability arising at any time under or relating to any Employee Benefit Plan or any employee benefit plan, program or arrangement at any time maintained, sponsored or contributed or required to be contributed to by Parent or the Sellers or any ERISA Affiliate of Parent or the Sellers or with respect to which Parent, the Sellers or any ERISA Affiliate has or had any liability or potential liability; (l) Except as set forth in Section 6.6, any liability or obligation relating to current or former employees of Sellers, including without limitation any liabilities or obligations under any employment, consulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and any similar agreements, whether written or oral, and any liabilities or obligations arising out of the termination by Sellers of any of its employees in anticipation or as a consequence of, or refunds for Productfollowing, whether consummation of the transactions contemplated by this Agreement, including under the WARN Act; (m) Any violation of any Legal Requirement, breach of warranty, tort or not bearing Reliant’s name infringement by the Sellers or any Reliant Brand, distributed Affiliate of the Sellers; (n) Any liability or obligation arising out of any infringement or other unlawful use by Reliant the Sellers or any Person acting under the direction or control of its Affiliates the Sellers of any Sellers’ Intellectual Property owned or held by any Person; and (o) Any liability or obligation of the Sellers arising out of any litigation, proceeding, or claim by any Person relating to the Business as conducted on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representationwhether or not such litigation, warranty or covenant hereunderproceeding, or from claim is pending, threatened, or asserted before, on, or after the consummation of the transaction contemplated herebyClosing Date.

Excluded Liabilities. Notwithstanding anything The Parties agree that any Liabilities arising out of or attributable to the contrary ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time that are not expressly identified as Assumed Liabilities in Section 2.4 are not part of the Assumed Liabilities, and neither P66 Opco nor the Partnership Group nor any member thereof has assumed, and shall not assume or become obligated with respect to, any Liability first incurred, accrued or arising out of or attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time, including any Liabilities of the P66 Parties or their Affiliates existing immediately prior to the Effective Time, whether or not described specifically in this AgreementSection 2.5 (collectively, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), includingall of which shall remain the sole responsibility of, without limitationand be discharged and performed as and when due by, the following liabilities P66 Parties or their Affiliates from and obligations after the Effective Time; provided, that, notwithstanding the foregoing, the term “Excluded Liabilities” shall not include the portion of Reliant: 2016 property taxes owed by the Sponsor Entities prior to the Effective Time to the extent Xxxxxx Frac LLC receives from the P66 Parties aggregate Service Fees (as such term is defined in each of the Xxxxxxx Cavern Storage Agreement and Xxxxxx Frac Agreement) in 2016 of not less than the aggregate property taxes owed by the Sponsor Entities for 2016. The term “Excluded Liabilities” shall also include (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; Construction Costs, (b) all liabilities and obligations of Reliant under any cost or expense associated with updating or amending the Nizatidine Supply Agreement not assumed by Purchaser pursuant existing Fractionator permit to the Nizatidine Supply Agreement Assignment; extent necessary to reflect the operation of the Fractionator as of the Effective Time and (c) all Losses arising out of claims of third parties due to Liabilities directly or indirectly incurred by, or attributable to, the use or sale P66 Parties by virtue of the Product (whether or not defective) sold prior to the Closing Date ownership of limited partner interests of P66 Opco by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7Bravo LLC, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyCharlie LLC and/or Delta LLC.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the and except as set forth in Section 2.3 above and as set forth on Schedule 2.3 hereto, Purchaser shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or dischargeotherwise discharge or have any liability whatsoever for any Excluded Liabilities or any other liabilities, and Reliant shall remain liable for and shall payobligations or expenses, perform and discharge (or cause to be paidif any, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) Seller whatsoever other than the Assumed Liabilities (Liabilities. Included in the “foregoing, without limitation of the Excluded Liabilities”), including, without limitation, are the following liabilities and obligations of Reliantfollowing: (a) all liabilities Purchaser does not assume or agree to pay, satisfy, discharge or perform, and obligations required to shall not be performed under deemed by virtue of the Assigned Contracts execution and Orders prior to delivery of this Agreement or the Closing Date; (b) all liabilities and obligations conveyance of Reliant under the Nizatidine Supply Agreement not assumed Assets hereunder, or of any instrument, paper or document delivered by Purchaser it pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from as a result of the consummation of the transaction transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller (whether absolute, accrued, or contingent, whether filed or asserted prior to or after the Closing Date and whether arising out of or in any way connected with the Assets or Business of Seller or otherwise except those set forth on Schedule 2.3 or included in Section 2.3 hereof) all of which, Seller agrees to pay, satisfy, discharge and perform. Without limitation of the foregoing, the following liabilities shall not be assumed by Purchaser: (i) any obligation or liability of Seller to perform this Agreement or relating to the breach of any representation or warranty made by Seller hereunder; (ii) any obligation or liability of Seller for expenses, taxes, commissions, fees and charges, legal costs and damages incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby.; (iii) any liability of Seller to its stockholders, members, equity owners or to its creditors, including with respect to trade creditors or landlords or lessors or disputes with stockholders, members, equity owners or any and all other accounts payable or liabilities (except such specific amounts as are expressly assumed by Purchaser and subject to Section 2.3 hereof);

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyers are assuming only the Assumed Liabilities and are not assuming any other liability or obligation of any Seller or its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, be retained by and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating such Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (as the “Excluded Liabilities”), including, without limitation. Without limiting the generality of the foregoing, the following liabilities and obligations of ReliantExcluded Liabilities shall include: (a) all liabilities and obligations required in respect of any product liability, breach of warranty or similar claims for injury to be performed under the Assigned Contracts and Orders person or property related to Products sold prior to the Closing DateEffective Time (including any action, suit, investigation or proceeding relating to any such liabilities or obligations); (b) all liabilities and obligations relating to (i) the return of Reliant under any Products before the Nizatidine Supply Agreement not assumed Effective Time and (ii) the return of any Products after the Effective Time that were shipped by Purchaser pursuant a Seller or its Affiliates to a third party prior to the Nizatidine Supply Agreement AssignmentClosing Date which are either (A) expired on the date of such return, (B) have an expiration date that is less than 12 months after the date of such return or (C) at the time of such return are not in a condition that can be resold by the Buyers (other than as a result of actions or omissions by Buyers or their respective Affiliates) (collectively, the “Seller Returns”); provided that in the event that Sellers deliver Inventory to Buyers from lots that include Inventory that was sold by Sellers prior to the Effective Time, Sellers shall be responsible for a percentage of the credit liability associated with returns of Inventory included in such lot equal to the percentage of the Inventory included in such lot that was sold prior to the Effective Time, and Buyers shall be responsible for the remaining credit liability associated with returns of Inventory included in such lot; (c) (i) all Losses liabilities and obligations for rebates, discounts, chargebacks and other offsets to the price charged for the Products occurring before the Effective Time and (ii) all liabilities and obligations for rebates, chargebacks and other offsets to the price charged for the Products (but excluding, for the avoidance of doubt, cash discounts and wholesaler fees) occurring during the six-month period after the Effective Time; (d) all liabilities and obligations arising under the Assumed Contracts to the extent such obligations (i) arise out of claims of third parties due to the use actions or sale of the Product (whether events arising or not defective) sold occurring prior to the Closing Date or (ii) such obligations arise out of a breach or default (with or without the giving of notice or the lapse of time or both) by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to the Sellers or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its their respective Affiliates prior to the Closing Date; (e) subject all liabilities and obligations arising out of any action, suit, investigation or proceeding to the extent relating to or arising out of actions or events arising or occurring prior the Effective Time relating to the Products, the Business or the Purchased Assets; (f) all liabilities and obligations of a Seller or any of their respective Affiliates for Taxes and Taxes related to the Purchased Assets for any Pre-Closing Tax Period; provided that Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and Apportioned Obligations shall be paid in the manner set forth in Section 7.56.02 hereof; (g) all liabilities and obligations under a Seller’s employee benefits or compensation arrangements; (h) all current liabilities of Sellers and their respective Affiliates (including any current liabilities arising prior to the Effective Time relating to the Purchased Assets, the Business or the Products); (i) all Environmental Liabilities; (j) all liabilities and obligations for replacements ofof any Seller to any Affiliate of such Seller (regardless of whether such liability or obligation is related to the Business, the Purchased Assets or refunds for Productthe Products); (k) all liabilities arising under Permitted Liens on any Purchased Asset as of the Closing that are not released at Closing; (l) all liabilities and obligations relating to an Excluded Asset; and (m) all other liabilities, obligations and commitments of whatever kind and nature, whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not bearing Reliant’s name accrued, arising out of or relating directly or indirectly to the Purchased Assets, the Business or the Products, but only to the extent related to any Reliant Brandperiod prior to the Effective Time). Notwithstanding anything to the contrary in this Agreement or otherwise, distributed by Reliant to the extent that any liabilities or obligations are or would have been liabilities or obligations or otherwise the responsibility of Buyer Parent or any of its Affiliates on under the Existing Agreements (assuming for this purpose that the Existing Agreements had remained in full force and effect and that Section 2.08 has been disregarded), such liabilities or prior obligations shall be deemed not to the Closing Date; and (f) any obligations of Reliant arising be Excluded Liabilities and shall be deemed to be Assumed Liabilities under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything else contained herein to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall have no obligation to pay, perform satisfy, perform, discharge or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (fulfill any liabilities or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations Seller (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due unliquidated, contingent or to become duefixed) other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). The Excluded Liabilities shall remain the liabilities and obligations of the Seller and shall not be assumed by the Buyer pursuant hereto (regardless of whether any such liabilities or obligations are disclosed in this Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (i) all Liabilities related to the Excluded Assets; (ii) all Liabilities for any of the Seller’s income or capital taxes owed by the Seller, and any liability or obligation for any sales, use, excise, or other taxes (including, without limitation, income Taxes, withholding Taxes and employment and payroll taxes, but excluding Transfer Taxes) arising prior to or in connection with the following liabilities and obligations consummation of Reliant:the transactions contemplated by this Agreement; (aiii) except as otherwise expressly provided for herein, all Liabilities of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (iv) all liabilities Liabilities in respect of any and obligations required all litigations, Actions, suits, mediations, arbitrations, disputes, oppositions or other proceedings or governmental investigations with respect to be performed under or involving the Assigned Contracts and Orders Acquired Assets on or before the Closing; (v) all Liabilities related to the Acquired Assets occurring prior to the Closing DateClosing; (bvi) all liabilities Liabilities for all contracts, distribution agreements and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant licenses relating to the Nizatidine Supply Agreement AssignmentTop-Flite Brand to which the Seller is a party other than the Acquired Contracts; (cvii) all Losses arising out Liabilities of claims the Seller to any of third parties due the Seller’s distributors, licensees or customers other than the Assumed Liabilities; (viii) all Liabilities related to the transition, termination or amendment of any distributor agreements as provided for herein; (ix) all Liabilities for any and all sales of Top-Flite Inventory by the Seller, its distributors or licensees; (x) all Liabilities for any and all sales of Retained Inventory by the Seller, its distributors or licensees; (xi) all Liabilities related to the Seller’s use or sale of the Product (whether or not defective) sold alleged use, prior to the Closing Date by Reliant or any date of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall this Agreement, of the Product sold prior to the Closing DateU.S. Copyright for FOREVER ALONE, Registration Number VA 0-000-000; (dxii) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior Liabilities related to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior license to the Closing DateSeller as described in Section 5(a) hereto; and (fxiii) any obligations of Reliant arising under this Agreement, including pursuant all Liabilities relating to any representationother agreement, warranty contract, plan, undertaking, franchise concession, license, purchase order, sales order or covenant hereunderother similar commitment, obligation, arrangement or understanding, whether written or oral that is not (A) an Acquired Assets, or from the consummation of the transaction contemplated hereby(B) an Assumed Liability.

Excluded Liabilities. Notwithstanding anything Without implication that Purchaser is assuming any liability not expressly excluded by this Section 2.3 and without implication that any of the following would constitute Assumed Liabilities but for the provisions of this Section 2.3, the following claims against and liabilities of Seller are excluded and shall not be assumed or discharged by Purchaser: (a) trade or other accounts payable as of the Closing Date, of any type or nature (the "Accounts Payable"); (b) any liabilities for legal, accounting, audit and investment banking fees, brokerage commissions, and any other expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to Purchaser; (c) any liabilities of Seller for Federal, state or local taxes; (d) any liability for or related to indebtedness of Seller to banks, financial institutions, securities- holders or other persons or entities (or their agents, trustees, or representatives) with respect to borrowed money; (e) any liabilities of Seller to the contrary extent that their existence or magnitude constitutes or results in a breach of a representation, warranty or covenant made by Seller to Purchaser herein, or makes the information contained in any Schedule attached hereto, materially incorrect; (f) any liabilities of Seller under those leases, contracts, insurance policies, sales orders, purchase orders, service or supply agreements, commitments or other obligations, which are not accepted by and assigned to Purchaser in accordance with the provisions of Sections 1.2(d), (g), (j) and (o) of this Agreement, the Purchaser shall not, at ; (g) any liabilities of Seller under collective bargaining agreements pertaining to employees of Seller; any liabilities of Seller to pay severance benefits to employees of Seller whose employment is terminated prior to the Closing Date or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations in connection with the sale of Reliant relating the Purchased Assets pursuant to the Product and provisions hereof; or any liability under ERISA (as herein defined) or any Federal or state civil rights or similar law, resulting from the Product Line Operations termination of employment of employees; (whether known h) liabilities for returns, refunds or unknownallowances arising out of or with respect to customer complaints or disputes which accrued (i.e., were based on goods or services provided) prior to the Closing Date, whether absolute required by a governmental body or contingentotherwise; (i) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including, whether liquidated without limitation, any worker's compensation claim) regardless of when said claim or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)liability is asserted, including, without limitation, any claim or liability for consequential or punitive damages in connection with the following liabilities and obligations of Reliant:foregoing; (aj) all any liabilities under or for contributions to any employee benefit plans, including multi-employer pension plans (each as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or under any other employee welfare or benefit plans to which Seller contributes on behalf of any employees, or with respect to any health, medical, dental, or disability benefits for any of Seller's employees; (k) any liabilities (whether asserted before or after Closing) for or arising in connection with any misfeasance or malfeasance of Seller or its agents in the conduct of the Business, or any breach of a representation, warranty, or covenant, or for any claim for indemnification, contained in any Permit or contract, agreement, lease or commitment referred to in Section 2.2 hereof to the extent that such liability, breach or claim arose out of or by virtue of Seller's performance or nonperformance thereunder on or prior to the Closing Date, it being understood that, as between Seller and obligations required Purchaser, this paragraph (k) shall apply notwithstanding any provisions which may be contained in any form of consent to be performed the assignment of any such contract or document, or any novation agreement, which, by its terms, imposes such liabilities upon Purchaser and which assignment or novation agreement is accepted by Purchaser notwithstanding the presence of such a provision, and that Seller's failure to discharge any such liability shall entitle Purchaser to indemnification in accordance with the provisions of Article VIII hereof; (l) any liabilities of Seller incurred in connection with the transfer of the Purchased Assets hereunder, including without limitation, and Federal, state or local income, transfer or other tax; (m) any liabilities under the Assigned Contracts and Orders any employment contracts with any of Seller's employees, or for salaries, wages, bonuses, vacation pay, incentive compensation, severance pay or other compensation which are otherwise owed to employees of Seller, accrued prior to the Closing Date; (bn) all any liabilities and obligations arising out of Reliant or in connection with any violation by Seller of a statute or governmental rule, regulation or directive; (o) any liability of Seller under or in connection with any litigation to which Seller is or may hereafter become a party; (p) any liabilities to any of Seller's Affiliates, including without limitation, any management agreement(s) with respect to the Nizatidine Supply Agreement Business or any portion thereof; and (q) without limitation by the specific enumeration of the foregoing, any liabilities not expressly assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out provisions of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby2.2.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser Buyer shall not, at the Closing or at not and does not assume any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations Liability of Reliant Sellers whatsoever relating to or arising out of any of the Product and the Product Line Operations following (whether known or unknowncollectively, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:): (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior Liabilities related to the Closing DateFirst Lien Credit Agreement, the Second Lien Credit Agreement and the Mezzanine Credit Agreement; (b) all liabilities costs and obligations expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmenttransactions contemplated hereby; (c) all Losses Liabilities relating to or arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (d) all (i) fines or penalties assessed as a result of any noncompliance with Environmental Law by Sellers prior to Closing and (ii) Liabilities arising out of, relating to, in respect or connection with disposal or release of claims Hazardous Materials prior to Closing by Sellers at any location that is not Acquired Real Property, including any location previously-owned, operated or leased by Sellers, whether any such Liability described in clauses (i) — (ii) first arises prior to or after Closing; (e) all third party Liabilities for toxic torts arising as a result of third parties due or in connection with loss of life or injury to the use or sale of the Product Persons (whether or not defective) sold prior to such loss or injury was made manifest on or after the Closing Date Date) caused or allegedly caused by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold exposure, prior to the Closing Date; (d) subject , to Sections 7.3(d) and 7.7Hazardous Materials present at, all Government Rebates and Charges and Discounts for Product distributed by Reliant on, in, under adjacent to or any of its Affiliates prior to migrating from the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing DateAcquired Assets; and (f) all liabilities for any obligations and all Taxes of Reliant arising Sellers (including any Liability of Sellers for the Taxes of any other Person under this AgreementTreasury Regulations Section 1.1502-6 (or any similar provision of state, including local or foreign law), as a transferee or successor, by contract or otherwise) except for Taxes for which Buyer is liable pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebySection 2.3(f).

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser Buyers shall not, at the Closing or at any time thereafter, not assume or agree be obligated to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and otherwise discharge (any liabilities or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating Seller or any of its Affiliates (including those related to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become dueBusiness) other than those specifically defined herein as the Assumed Liabilities (collectively, the “Excluded Liabilities”). The Excluded Liabilities shall remain the sole responsibility of and shall be retained, includingpaid, without limitationperformed and discharged solely by Seller and its Affiliates. Without limiting the generality of the foregoing, the following liabilities and obligations of ReliantExcluded Liabilities include the following: (a) With respect to (i) any Business Employees who become employees of Buyers pursuant to this Agreement or operation of Applicable Employment Law in the relevant jurisdiction, all liabilities and obligations required with respect to be performed under his or her employment by Seller, its Affiliates or the Assigned Contracts and Orders Business prior to the Closing Dateor, if later, prior to the time such individual becomes a New Buyer Employee (including any and all liabilities and obligations for wages, severance, pensions, retiree or other benefits, overtime, workers compensation benefits, occupational safety and health liabilities) and any liabilities and obligations incurred under applicable Law as a result of his or her termination of employment from (or temporary continued employment under applicable Law with) Seller, its Affiliates or the Business (whether by resignation or otherwise) in connection with the consummation of transactions contemplated by this Agreement, except as expressly assumed by Buyer in Section 9.3; and (ii) any Business Employees who do not become employees of Buyers at the Closing whether pursuant to this Agreement or by reason of waiver of their rights under Applicable Employment Law, all liabilities and obligations with respect to his or her employment by Seller, its Affiliates or the Business, whether arising prior to, on or after the Closing; (b) all Any liabilities and obligations in respect of Reliant deferred revenue under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to Acquired Contracts in existence at the Nizatidine Supply Agreement AssignmentClosing Date other than the Deferred Revenue Liability; (c) all Losses All obligations and liabilities arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall the ownership of the Product sold prior to the Closing DateExcluded Assets; (d) subject All accounts payable related to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates the Acquired Contracts relating to periods which occur prior to the Closing Date; (e) subject All obligations and liabilities arising out of or relating to any employment arrangement, other services arrangement or Employee Benefit Plan of Seller or its ERISA Affiliates, including any Business Benefit Plan, except as otherwise set forth in Section 7.59.3 or which otherwise transfer to the Buyer pursuant to Applicable Employment Law; (f) All liabilities and obligations to the extent arising out of or relating to the conduct, all acts or omissions of Seller or its Affiliates prior to the Closing Date, including any such liabilities and obligations for replacements of(i) relating to the operation of the Business or the ownership, use or refunds for Productother exploitation of the Acquired Assets prior to the Closing Date or (ii) arising in connection with any Proceeding to the extent related to the operation of the Business or the ownership, whether use or not bearing Reliant’s name other exploitation of the Acquired Assets prior to the Closing Date; (g) All liabilities and obligations of Seller or its Affiliates arising under this Agreement or any Reliant Brand, distributed by Reliant Transaction Agreement or for costs and expenses incurred in connection with this Agreement or any Transaction Agreement or the consummation of its Affiliates the transactions contemplated by this Agreement or any Transaction Agreement; and (h) All liabilities for Taxes incurred during taxable periods (or portions thereof) ending on or prior to the Closing Date; and Date (fas determined in accordance with Section 8.2(b)) any obligations of Reliant arising under this Agreement, including pursuant attributable to any representation, warranty the direct or covenant hereunder, indirect ownership or from the consummation operation of the transaction contemplated herebyAcquired Assets or the Business.

Excluded Liabilities. Notwithstanding anything Except as and to the contrary extent specifically set forth in this AgreementSection 2.4 or the LMA, the Purchaser Univision Parties shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or discharge, and Reliant shall remain in any manner be liable for and shall payany Liabilities of the Entravision Parties (collectively, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, including without limitation, the following liabilities and obligations of Reliant: (a) all liabilities Any Liability with respect to the Entravision Stations or the Sale Assets to the extent arising out of or relating to any occurrence or event happening before the Closing; (b) Any Liability with respect to any Action related to the Sale Assets pending as of the Closing (including but not limited to each Action set forth in Item 4 on Schedule 2.1(d)), and obligations required any Liability with respect to be performed any Action related to the Sale Assets commenced after the Closing arising out of or relating to any occurrence or event happening before the Closing; (c) Any Liability for any violation by the Entravision Parties of any Law or Order; (d) Any Liability of the Entravision Parties for any breach or failure to perform under the Assigned Contracts and Orders any Contract that is not a Station Contract, or any breach or failure to perform under any Station Contract prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (, whether or not defective) sold prior such Contract is to be assumed by the Closing Date by Reliant or Univision Parties hereunder, including any breach arising from assignment of its Affiliates and all Losses arising out of claims such Contracts without consent of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Dateparties; (e) subject Except to the extent the Univision Parties receive a credit pursuant to the determination of the proration items pursuant to Section 7.52.6 hereof, all obligations any Liability of the Entravision Parties for replacements ofTaxes; (f) Any Liability to or in connection with the Entravision Parties’ employees (including the Station Employees) whether arising in connection with the Transactions or under Contract or otherwise, or refunds and including but not limited to wages, salaries, severance, benefits and accrued but unused vacation time, except for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to Liabilities arising after the Closing DateDate for any Transferred Employee; (g) Any Liability of the Entravision Parties for borrowed money; (h) Any Liability with respect to any Excluded Asset; and (fi) any obligations of Reliant arising under this Agreement, including pursuant Any Liability with respect to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyBenefit Plan.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume and shall not be obligated to assume or agree be obliged to pay, perform or otherwise discharge, and Reliant Sellers shall remain be solely and exclusively liable for and shall paywith respect to, perform and discharge any Liability of any Seller or Retained Subsidiary that is not an Assumed Liability (or cause to be paidsuch Liabilities, performed and discharged) when duecollectively, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, including without limitation, limitation the following liabilities and obligations of Reliantspecific Liabilities to the extent they do not otherwise constitute Assumed Liabilities: (a) any and all liabilities and obligations required to be performed Liabilities of Sellers under the any Contract of Sellers that is not an Assigned Contracts and Orders Agreement whether accruing prior to to, at, or after the Closing DateDate (except as set forth in Section 7.5); (b) any and all liabilities and Liabilities for any indebtedness or obligations for borrowed money of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentSellers; (c) all Losses arising out (i) store or customer credits, sales promotions, rebates, coupons, gift cards and certificates or (ii) returns of claims of third parties due goods or merchandise, customer prepayments and overpayments, customer refunds, credits, reimbursements and related adjustments with respect to goods or merchandise, in each case that arise from the use or sale operation of the Product (whether or not defective) sold Business prior to the Closing, or, in the case of the Acquired Stores or Business Properties (other than the Closing Date by Reliant or any of its Affiliates Acquired Stores and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold Closing Date Business Properties), prior to the Closing Datedate the applicable Real Property Lease is assumed and assigned to Buyer pursuant to the Designation Rights Agreement; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing DateSellers’ Taxes; (e) subject any and all Liabilities to the extent arising out of related to the Excluded Assets; (f) any and all Liabilities arising from or related to the operation or condition of the Acquired Assets or the Assumed Liabilities prior to the Closing (except as set forth in Section 7.57.8) or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Acquired Assets or the Assumed Liabilities prior to the Closing (except as set forth in Section 7.8); (g) any and all obligations for replacements ofLiabilities relating to any environmental, health or refunds for Productsafety matter (including any Liability or obligation under any applicable Laws concerning environmental, health or safety matters, whether known or not bearing Reliant’s name unknown), arising out of or any Reliant Brandrelating to the Sellers’ conduct, distributed by Reliant action or any omission or its leasing, ownership or operation of its Affiliates real property on or prior to the Closing DateDate (except as set forth in Section 7.8), no matter when raised, other than as required by Law; (h) any and all Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Sellers or any of their Subsidiaries relating to or arising out of any actions, omissions, circumstances or conditions or events occurring prior to the Closing Date (except as set forth in Section 7.5 or Section 7.8); and (fi) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from Liability not expressly included among the consummation of the transaction contemplated herebyAssumed Liabilities and specifically so assumed.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Parent, the Sellers or any of their affiliates (or any predecessor of the Parent, the Sellers or any prior owner of all or part of their businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Parent or the Sellers, as applicable (all such liabilities, claims and obligations not being assumed and for which the Purchaser and Southern Entities will not be responsible being herein referred to as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at Excluded Liabilities for the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations purposes of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), includingthis Agreement include, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under any liability or obligation of the Assigned Contracts and Orders prior Sellers or any Southern Entity, or any member of any consolidated, affiliated, combined or unitary group of which any Seller or any of the Southern Entities is or has been a member, for Taxes except to the Closing Dateextent provided in Section 4.11(d) and Section 4.12 hereof; (b) all liabilities and obligations of Reliant any liability for which the Parent is responsible under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment;Section 4.11, Section 4.12 or Section 4.13 hereof; and (c) all Losses arising out of claims of third parties due any Environmental Liability (including any contract relating to the use investigation, cleanup, abatement, remediation or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Datesimilar actions in connection with Environmental Liabilities); (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts any liability for Product distributed by Reliant or arising out of Actions under the Fair Labor Standards Act (or any comparable state law) pending as of its Affiliates prior to the Closing Date, including those listed on Section 1.04(d) of the Disclosure Schedule; (e) subject any liability or obligation excluded pursuant to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and4.01(C); (f) any liability or obligation relating to an Excluded Asset; (g) any liability or obligation (other than liabilities or obligations of Reliant arising under this Agreement, including pursuant to for which the Purchaser or any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebySouthern Entities is responsible under Section 4.11, Section 4.12 or Section 4.13) (i) that is imposed on the Southern Business or any Southern Entity based on a consolidated group liability or a similar principle of liability where such liabilities are primarily attributable to the Parent or (ii) that does not arise out of the Business or the Purchased Assets; and (h) any liability relating to the CN States including the Aggregate CN Net Real Estate Liability, other than, if the CN Trigger has occurred prior to Closing, 50% of the Aggregate CN Net Real Estate Liability. For the avoidance of doubt, the occurrence of an Excluded Liability item (for example taxes) on the Balance Sheet, the Related Financials, the Audited Financial Statements or the Unaudited Quarterly Financial Statements does not mean that such item is not an Excluded Liability.

Excluded Liabilities. Notwithstanding anything the provisions of Section 3.1 or any other provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known its Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the following liabilities and obligations of ReliantExcluded Liabilities shall include, but not be limited to, the following, except to the extent specified as an Assumed Liability: 3.2.1. any Liability for (a) all liabilities and obligations required Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to be performed the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (b) Taxes that arise out of the consummation of the transactions contemplated hereby that are the responsibility of Seller pursuant to Section 7.3 (Taxes) of this Agreement; or (c) other Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law relating to the Assigned Contracts and Orders period prior to the Closing Date. 3.2.2. any Liabilities relating to or arising out of the Excluded Assets; 3.2.3. any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (b) all liabilities and obligations of Reliant 3.2.4. any pending or threatened Environmental Claims, or Liabilities under the Nizatidine Supply Agreement not assumed by Purchaser pursuant Environmental Laws, to the Nizatidine Supply Agreement Assignment; (c) all Losses extent arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to of, or relating to any voluntary or involuntary recall otherwise in respect of the Product sold operation of the Business or the Purchased Assets to the extent such claim relates to such operation on or prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or 3.2.5. any accounts payable of its Affiliates prior Seller relating to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or period prior to the Closing Date; and (f) 3.2.6. any obligations Liabilities associated with indebtedness of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from Seller and/or the consummation of the transaction contemplated herebyBusiness.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementSection 2.3, the Purchaser Assumed Liabilities shall notnot include, at and neither the Closing Buyer nor any of its Affiliates will assume, nor will any of them be liable for, nor shall the Buyer or at any time thereafter, assume of its designated Affiliates be deemed to have assumed or agree agreed to pay, perform or dischargeand the Seller Entities shall retain and, as and Reliant shall remain liable for and shall when required, pay, perform and discharge (or cause to be paid, performed and discharged) when duedischarge, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) their Liabilities other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following liabilities and obligations Liabilities of Reliantthe Seller Entities: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior any Liability of any nature to the Closing Dateextent primarily related to the Excluded Assets; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentany Indebtedness; (c) all Losses accounts payable of the Seller Entities to third parties to the extent arising out of, related to, or in connection with the Business, including accounts payable for inventory purchases, property and equipment purchases, and other direct Liabilities, including uninvoiced receipts and manual accruals in the Ordinary Course of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateBusiness; (d) subject (i) any Taxes of any Seller Entity, including Transfer Taxes required to Sections 7.3(dbe paid by the Seller pursuant to Section 6.4(a) and 7.7Property Taxes for which the Seller is responsible pursuant to Section 6.4(b) and Section 6.4(c), all Government Rebates but excluding Transfer Taxes required to be paid by the Buyer pursuant to Section 6.4(a) and Charges Property Taxes for which the Buyer is responsible pursuant to Section 6.4(b) and Discounts Section 6.4(c), (ii) any Taxes of another Person for Product distributed which any Seller Entity is liable, including Taxes for which any Seller Entity is liable by Reliant reason of Treasury Regulation Section 1.1502-6 (or any comparable or similar provision of its Affiliates prior federal, state, local or foreign Law), as a transferee or successor, under any contractual obligation or otherwise (other than Taxes of other Persons for which any Seller Entity is liable pursuant to Assumed Contracts), and (iii) any Taxes resulting from the Closing Datesale of the Acquired Assets pursuant to this Agreement (other than Transfer Taxes for which the Buyer is responsible pursuant to Section 6.4(a)); (e) subject to Section 7.5, all obligations for replacements (i) any Taxes arising out of, related to, or refunds for Product, whether in connection with the Acquired Assets or not bearing Reliant’s name the Business that were incurred in or are attributable to any Reliant Brand, distributed by Reliant taxable period (or any of its Affiliates portion thereof) ending on or prior to the Closing Date other than Transfer Taxes required to be paid by the Buyer pursuant to Section 6.4(a) and Property Taxes for which the Buyer is responsible pursuant to Section 6.4(b) and Section 6.4(c), and (ii) Taxes imposed on or with respect to the Excluded Assets or Excluded Liabilities for a taxable period; (f) all claims by and all Liabilities or obligations to or with respect to (i) any Business Employees (and any other employees or service providers of Seller or its Affiliates) who are not Transferred Employees or are otherwise not hired by the Buyer or any Affiliate of the Buyer, (ii) the Seller Benefit Plans (for the avoidance, including any equity-based awards granted by Seller or its Affiliates that are held by Business Employees as of the Closing), and all related agreements, including the funding arrangements (accounts, trusts, insurance agreements and policies, and stop loss policies) and administrative or other service agreements with third party providers, trusts or other assets attributable thereto; (iii) any other employee benefit or compensatory plan, program, contract or arrangement sponsored or maintained by Seller or its Affiliates, and (iv) the employer portion of any Taxes arising from the payments described in subsections (i) through (iii) above, but, in each case, subject to the compliance by the Buyer and their respective Affiliates with their respective obligations under Section 7.1; (g) any Transaction Expenses, including any Liabilities relating to legal, accounting, financial advisory, investment banking or other professional services performed in connection with the Transactions (which, for the avoidance of doubt, shall not include any Transaction Expenses of the Buyer or any of its Affiliates, all of which shall be the sole obligation of the Buyer or its respective Affiliate); (h) all Liabilities of the Seller Entities arising out of, related to, or in connection with this Agreement and the other Transaction Documents; (i) intercompany payables among any Seller Entity and any of its Affiliates; (j) any Seller Pre-Closing Environmental Liabilities; (k) any Liabilities relating to or in connection with any Action pending as of the Closing Date (including the Actions described on Schedule 2.4(k) but excluding any matters described in Section 2.4(l)), (l) any Liabilities arising from any infringement, misappropriation or violation by any Seller Entity of any Intellectual Property of any Person to the extent related to the Business and occurring prior to the Closing (excluding, for avoidance of doubt, any infringement, misappropriation or other violation occurring during the period after the Closing, any Liabilities for which shall be the responsibility of the Buyer and constitute Assumed Liabilities), subject to the provisions set forth in Schedule 10.1(d); (m) subject to the Buyer’s obligations under Section 7.1, any Liabilities (i) relating to any transaction, change in control, or retention arrangements and agreements between the Seller Entities or their respective Affiliates and any Business Employee (including any Transferred Employee), including the retention agreements scheduled on Schedule 2.4(m) (collectively the “Retention Agreements”); (ii) for severance amounts paid, payable or otherwise owing to any employee or other service provider of the Seller Entities who does not become a Transferred Employee or, except as set forth in Section 7.1, that is otherwise triggered in connection with the Transactions, including, for the avoidance of doubt, severance in respect of the persons set forth on Schedule 2.4(m); and (iii) for the employer portion of any Taxes arising from the payments described in subsections (i) and (ii) above; (n) the PTO balance, if any, consistent with the applicable Seller Entity’s paid time off policy of each Transferred Employee in excess of [***] hours as of the applicable Employee Transfer Date; (o) all Liabilities associated with cash incentive or commission opportunities with respect to each Transferred Employee with respect to any performance period (or portion thereof) prior to or as of the applicable Employee Transfer Date, including the employer portion of any Taxes arising therefrom; and (fp) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from Liabilities associated with the consummation of the transaction contemplated herebymatter set forth on Schedule 2.4(p).

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Neither Parent nor Purchaser shall not, at the Closing Sub is assuming or at any time thereafter, assume or agree agreeing to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and otherwise discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknownany other Liability, whether absolute or contingent, whether xxxxxx or inchoate, liquidated or unliquidated and whether due unliquidated, or to become due) otherwise, other than solely with respect to Purchaser Sub, the Assumed Liabilities (and all such other Liabilities of the Company and its Affiliates, including the following, shall be referred to as “Excluded Liabilities”), including, without limitation, and all Excluded Liabilities shall be retained by the following liabilities and obligations of ReliantCompany or the other Persons liable for such obligations: (a) all liabilities any Liabilities in respect of Taxes for which the Company or any of its Affiliates is liable pursuant to Section 2.2(d), Section 2.6(d) or Section 6.4, any Liabilities of the Company or its Affiliates for Taxes, and obligations any Liabilities in respect of payments required to be performed made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts to which the Assigned Contracts and Orders Company, its Affiliates or any of the Purchased Assets was obligated, or was a party, on or prior to the Closing DateClosing; (b) all liabilities and obligations any Company Expenses other than payments made in respect of Reliant under the Nizatidine Supply Agreement Retention Program in an amount not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentexceed $25 million; (c) all Losses arising out any indebtedness of claims the Company or its Affiliates; (d) any Liabilities in respect of third parties due any Excluded Assets and any Liabilities to the use or sale of extent not relating to the Product Purchased Assets; (whether or not defectivee) sold all Liabilities pursuant to the WARN Act arising prior to the Closing Date by Reliant or any of its Affiliates and all Losses Liabilities (other than the Assumed Employee Liabilities) relating to or arising out of claims any compensation, employee benefits, accrued vacation or paid time off, deferred compensation, pension or retirement plans, the CBAs or other programs, policies, procedures or other arrangements of third parties due any type or description, including for this purpose any benefits provided or available to current or relating former employees, dependents of employees or former employees, independent contractors or any other person, which are maintained or contributed to (or formerly maintained or contributed to) by the Company or any voluntary Affiliate or involuntary recall former Affiliate of the Product sold prior Company, or to which the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant Company or any of its Affiliates prior or former Affiliates has or formerly had any obligation to the Closing Date; (e) subject to Section 7.5contribute or provide benefits, all obligations for replacements ofhowever maintained, funded or refunds for Productsponsored, whether or not bearing Reliant’s name legally binding or subject to ERISA, whether providing individual or a group coverage, and whether written or unwritten, funded or unfunded, insured or self-insured; (f) except for the Assumed Employee Liabilities, any Reliant Brand, distributed by Reliant or Liabilities relating to (i) any of its Affiliates Transferred Employee to the extent arising on or prior to the Closing (or the applicable Subsequent Closing, Distribution Center Closing or Inactive Employee Transfer Date), (ii) current or former employees of the Company or any of its Affiliates who are not Transferred Employees or (iii) the incurrence or triggering of any withdrawal liability under ERISA by the Company or any of its ERISA Affiliates (including any contingent or secondary withdrawal liability) to any Multiemployer Plan (A) at or prior to the Closing, other than any such liability caused by the failure of Purchaser’s Sub to comply with its obligations under Section 6.15 and (B) following the Closing, solely to the extent caused by the failure of the Company or its Affiliates to comply with their obligations under Section 6.15; (g) any (i) Liabilities arising out of the ownership or operation of the Purchased Assets prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing) or any Proceeding related to or arising out of any occurrence or event happening prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing), in each case other than to the extent included in the Assumed Pre-Closing Liabilities, (ii) Liabilities arising under any Environmental Law or regarding any Hazardous Materials to the extent arising from, related to, or resulting from the ownership or operation of the Purchased Assets other than to the extent (A) included in the Assumed Pre-Closing Liabilities or (B) arising from events or conditions first occurring or existing after the Closing (or the applicable Subsequent Closing or Distribution Center Closing), (iii) 1199SEIU Liabilities other than to the extent included in the Assumed Pre-Closing Liabilities or (iv) other than payments made in respect of the Retention Program in an amount not to exceed $25 million, Liabilities arising from the conduct, whether before, at or after the Closing, of the business of the Company other than the operation of the Acquired Stores, Distribution Centers and the Purchased Assets; (h) any Liabilities related to the Company’s Wellness+ and Plenti programs other than as set forth in Section 1.3(b) above; (i) any Liabilities of the Company for intercompany loans or payables to any Affiliates of the Company (including any payables and other liabilities or obligations of the Company or its Affiliates with respect to the Acquired Stores owed to any other business unit of the Company or any of the Company’s Affiliates); and (fj) any obligations Liabilities of Reliant arising under the Company reserved for, or required by GAAP to be reserved for, on the balance sheet of the Company as of the Closing, except to the extent specifically set forth in Section 1.3 of this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), and Seller will pay all such Excluded Liabilities as they become due. Notwithstanding anything to the contrary in this AgreementSection 2.04, none of the Purchaser following shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (for the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations purposes of Reliantthis Agreement: (a) all liabilities and obligations required Any liability or obligation for Tax arising from or with respect to be performed under the Assigned Contracts and Orders Purchased Assets or the operations of the Business which is incurred in or attributable to the Pre-Closing Tax Period; (b) Any liability or obligation for any accounts payable or other accruals arising on or prior to the Closing Date; (bc) all liabilities and obligations of Reliant Any liability or obligation under the Nizatidine Supply Agreement not assumed by Purchaser pursuant Contracts that arises after the Closing Date but that arises out of or relates to any default, breach, violation or failure to perform or comply with the Nizatidine Supply Agreement Assignmentterms thereof that occurred on or before the Closing Date; (cd) all Losses Any liability or obligation under any Contract listed on Schedule 2.04(c) (the “Excluded Contracts”) whether arising before or after the Closing Date; (e) Any liability or obligation, including warranty obligations, arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating related to any voluntary products or involuntary recall services, manufactured, distributed or sold in connection with the Business (including by any predecessor of the Product sold Seller) on or prior to the Closing Date; (df) subject Any liability or obligation relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements employees of, or refunds independent contractors or consultants to, the Business for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates all periods ending on or prior to the Closing Date, including, without limitation, workers’ compensation claims, disability and occupational diseases in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or otherwise manifest on or prior to the Closing Date and any bonuses (including, without limitation, a pro rata portion of any bonus paid by Buyer to any Transferred Employee in respect of any period, a portion of which includes the period on or prior to the Closing Date), vacation pay, or severance or retention obligations to such employees, whether or not accrued on Seller’s books and records; and (fg) any obligations of Reliant arising under this Agreement, including pursuant Any liability or obligation relating to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyan Excluded Asset.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Neither Parent nor Purchaser shall not, at the Closing Sub is assuming or at any time thereafter, assume or agree agreeing to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and otherwise discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknownany other Liability, whether absolute or contingent, whether xxxxxx or inchoate, liquidated or unliquidated and whether due unliquidated, or to become due) otherwise, other than solely with respect to Purchaser Sub, the Assumed Liabilities (and all such other Liabilities of the Company and its Affiliates, including the following, shall be referred to as “Excluded Liabilities”), including, without limitation, and all Excluded Liabilities shall be retained by the following liabilities and obligations of ReliantCompany or the other Persons liable for such obligations: (a) all liabilities any Liabilities in respect of Taxes for which the Company or any of its Affiliates is liable pursuant to Section 2.2(d), Section 2.6(d) or Section 6.4, any Liabilities of the Company or its Affiliates for Taxes, and obligations any Liabilities in respect of payments required to be performed made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts to which the Assigned Contracts and Orders Company, its Affiliates or any of the Purchased Assets was obligated, or was a party, on or prior to the Closing DateClosing; (b) all liabilities and obligations any Company Expenses other than payments made in respect of Reliant under the Nizatidine Supply Agreement Retention Program in an amount not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentexceed $25 million; (c) all Losses arising out any indebtedness of claims the Company or its Affiliates; (d) any Liabilities in respect of third parties due any Excluded Assets and any Liabilities to the use or sale of extent not relating to the Product Purchased Assets; (whether or not defectivee) sold all Liabilities pursuant to the WARN Act arising prior to the Closing Date by Reliant or any of its Affiliates and all Losses Liabilities (other than the Assumed Employee Liabilities) relating to or arising out of claims any compensation, employee benefits, accrued vacation or paid time off, deferred compensation, pension or retirement plans, the CBAs or other programs, policies, procedures or other arrangements of third parties due any type or description, including for this purpose any benefits provided or available to current or relating former employees, dependents of employees or former employees, independent contractors or any other person, which are maintained or contributed to (or formerly maintained or contributed to) by the Company or any voluntary Affiliate or involuntary recall former Affiliate of the Product sold prior Company, or to which the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant Company or any of its Affiliates prior or former Affiliates has or formerly had any obligation to the Closing Date; (e) subject to Section 7.5contribute or provide benefits, all obligations for replacements ofhowever maintained, funded or refunds for Productsponsored, whether or not bearing Reliant’s name legally binding or subject to ERISA, whether providing individual or a group coverage, and whether written or unwritten, funded or unfunded, insured or self-insured; (f) except for the Assumed Employee Liabilities, any Reliant Brand, distributed by Reliant or Liabilities relating to (i) any of its Affiliates Transferred Employee to the extent arising on or prior to the Closing (or the applicable Subsequent Closing, Distribution Center Closing or Inactive Employee Transfer Date), (ii) current or former employees of the Company or any of its Affiliates who are not Transferred Employees or (iii) the incurrence or triggering of any withdrawal liability and/or funding obligation under ERISA by the Company or any of its ERISA Affiliates (including any contingent or secondary withdrawal liability) to any multiemployer plan (within the meaning of Section 3(37) of ERISA) to which the Company or any of its ERISA Affiliates contribute or has ever had an obligation to contribute or with respect to which the Company or any of its ERISA Affiliates has borne any liability (a “Multiemployer Plan”), and any withdrawal liability and/or funding obligation incurred by Purchaser Sub or any of its ERISA Affiliates on or after the Closing with respect to any Multiemployer Plan to the extent that such withdrawal liability and/or funding obligation relates to the Company’s or any of its ERISA Affiliates’ contribution history with respect to such Multiemployer Plan; (g) any (i) Liabilities arising out of the ownership or operation of the Purchased Assets prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing) or any Proceeding related to or arising out of any occurrence or event happening prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing), in each case other than to the extent included in the Assumed Pre-Closing Liabilities, (ii) Liabilities arising under any Environmental Law or regarding any Hazardous Materials to the extent arising from, related to, or resulting from the ownership or operation of the Purchased Assets other than to the extent (A) included in the Assumed Pre-Closing Liabilities or (B) arising from events or conditions first occurring or existing after the Closing (or the applicable Subsequent Closing or Distribution Center Closing), (iii) 1199SEIU Liabilities other than to the extent included in the Assumed Pre-Closing Liabilities or (iv) other than payments made in respect of the Retention Program in an amount not to exceed $25 million, Liabilities arising from the conduct, whether before, at or after the Closing, of the business of the Company other than the operation of the Acquired Stores, Distribution Centers and the Purchased Assets; (h) any Liabilities related to the Company’s Wellness+ and Plenti programs other than as set forth in Section 1.3(b) above; (i) any Liabilities of the Company for intercompany loans or payables to any Affiliates of the Company (including any payables and other liabilities or obligations of the Company or its Affiliates with respect to the Acquired Stores owed to any other business unit of the Company or any of the Company’s Affiliates); and (fj) any obligations Liabilities of Reliant arising under the Company reserved for, or required by GAAP to be reserved for, on the balance sheet of the Company as of the Closing, except to the extent specifically set forth in Section 1.3 of this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed Liabilities, the Purchaser shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall paynot be liable or responsible for any Liability of any Member, perform and discharge Seller or any Seller Affiliate (or cause to be paidcollectively, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, includingPurchaser shall not be obligated to assume, without limitationand does not assume, and hereby disclaims any of the following liabilities and obligations Liabilities of ReliantSeller or any Seller Affiliates: (a) all liabilities and obligations required Any Liability for breaches of any Business Contract arising, accruing or occurring from circumstances on or prior to be performed the Closing Date or any Liability for payments or amounts due under the Assigned Contracts and Orders any Business Contract on or prior to the Closing Date; (b) all liabilities and obligations of Reliant under Any Liability for Taxes attributable to or imposed upon the Nizatidine Supply Agreement not assumed by Purchaser pursuant Members, Seller or any Seller Affiliate, or attributable to or imposed upon the Nizatidine Supply Agreement AssignmentPurchased Assets for the Pre-Closing Period, including any Transfer Taxes; (c) all Losses Any Liability to any Member or any Seller Affiliate; (d) Any Liability for or with respect to any loan, other indebtedness, including any such Liabilities owed to any Seller Affiliates not specifically included in the Assumed Liabilities; (e) Any Liability arising out from accidents, occurrences, misconduct, negligence, breach of claims of third parties due fiduciary duty or statements made or omitted to the use be made (including libelous or sale of the Product (whether defamatory statements) on or not defective) sold prior to the Closing Date Date, whether or not covered by Reliant workers’ compensation or other forms of insurance; (f) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including any Liability for (i) breach of explicit or implied warranties; (ii) injury, death, property damage or other losses arising with respect to or caused by transportation or use of the Tanks; (iii) violations of any Legal Requirements (including federal and state securities laws); (iv) any matter arising under any Environmental and Safety Law; or (v) any matter disclosed on Section 4.25(a) of the Business Disclosure Schedule; (g) Any Liability under any Business Benefit Plans or any contract of its Affiliates and all Losses insurance of Seller or any Seller Affiliate for employee group medical, dental or life insurance plans arising out of claims of third parties due to or relating to any voluntary accruing on or involuntary recall of the Product sold prior to the Closing Date; (dh) subject Any Liability for making payments of any kind to Sections 7.3(d) and 7.7employees (including as a result of the Transaction, all Government Rebates and Charges and Discounts for Product distributed termination of an employee by Reliant Seller, Eagle Eye, or any Seller Affiliate, other claims arising out of its Affiliates the terms of employment with Seller, Eagle Eye or any Seller Affiliate, or any payments contemplated by Schedule 6.2(v)) or with respect to payroll taxes; (i) Any Liability incurred in connection with the making or performance of this Agreement and the Transaction; (j) Any Liability of Seller or any Seller Affiliate pursuant to Environmental and Safety Laws based upon or arising from events, conditions, acts, omissions or circumstances occurring or existing on or prior to the Closing Date; (ek) subject to Section 7.5Any costs or expenses incurred in connection with shutting down, all obligations for replacements of, deinstalling and removing equipment not purchased by Purchaser hereunder and any costs or refunds for Product, whether or expenses associated with any Business Contracts not bearing Reliant’s name or any Reliant Brand, distributed assumed by Reliant or any of its Affiliates on or prior to the Closing DatePurchaser hereunder; and (fl) Any Liability for expenses and fees incurred by the Members, Seller or any obligations Seller Affiliate incidental to the preparation of Reliant arising under this Agreementthe Transaction Agreements, including pursuant to any representationpreparation or delivery of materials or information requested by Purchaser, warranty or covenant hereunder, or from and the consummation of the transaction contemplated herebyTransaction, including all broker, counsel and accounting fees and Transfer Taxes.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known its Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following liabilities fees and obligations expenses of Reliant: (a) all liabilities counsel, accountants, consultants, advisers and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Dateothers; (b) all liabilities and obligations any Liability for (i) Taxes of Reliant under Seller (or any stockholder or Affiliate of Seller) or relating to the Nizatidine Supply Agreement not assumed by Purchaser Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to the Nizatidine Supply Agreement AssignmentSection 6.14; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) all Losses any Liabilities relating to or arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateExcluded Assets; (d) subject any Liabilities in respect of any pending or threatened Action arising out of, relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any otherwise in respect of its Affiliates the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) subject any product Liability or similar claim for injury to Section 7.5a Person or property which arises out of or is based upon any express or implied representation, all obligations for replacements ofwarranty, agreement or guaranty made by Seller, or refunds for Productby reason of the improper performance or malfunctioning of a product, whether improper design or not bearing Reliant’s name manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any Reliant Brandservice performed by Seller; (f) any recall, distributed by Reliant design defect or similar claims of any products manufactured or sold or any service performed by Seller; (g) any Liabilities of its Affiliates Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Dateor otherwise to the extent arising out of any actions or omissions of Seller; (j) any trade accounts payable of Seller (i) to the extent not accounted for on the Interim Balance Sheet; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (n) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions; and (fo) any obligations Liabilities arising out of, in respect of Reliant arising under this Agreement, including pursuant or in connection with the failure by Seller or any of its Affiliates to comply with any representation, warranty Law or covenant hereunder, or from the consummation of the transaction contemplated herebyGovernmental Order.

Excluded Liabilities. Notwithstanding anything Except as and to the contrary extent expressly provided in this AgreementSection 2.3, the Purchaser Buyer is not agreeing to, and shall not, at the Closing assume any other liability, obligation, undertaking, expense or at agreement of either Seller of any time thereafterkind, assume character or agree to paydescription, perform whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or dischargeotherwise, and Reliant whether arising prior to or following the Closing, and the execution and performance of this Agreement shall remain not render Buyer liable for and shall payany such liability, perform and discharge obligation, undertaking, expense or agreement (or cause to be paid, performed and discharged) when due, all of such liabilities and obligations of Reliant relating shall be referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for: (a) Any liability or obligation with respect to any Excluded Asset, whether arising prior to or after the Closing. (b) Except as expressly assumed pursuant to Section 2.3(c), any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Businesses or any Purchased Asset prior to the Closing Date, including, without limitation, the following liabilities any Contingent Initial Franchise Fee Refunds that became due and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to payable on or before the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment;. (c) all Losses Any liability or obligation arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating related to any voluntary or involuntary recall of Contract that is not an Assumed Contract, including the Product sold prior to the Closing Date;Developing Agent Agreements. (d) subject to Sections 7.3(d) and 7.7Except as provided in Section 7.13, all Government Rebates and Charges and Discounts for Product distributed by Reliant any liability or obligation arising out of, or related to, any of its Affiliates Lease Location, whether arising prior to or after the Closing Date;Closing. (e) subject Except as provided in Section 7.2(a), any liabilities or obligations of the Sellers for expenses, fees or Taxes incident to Section 7.5or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all obligations attorneys’ and accountants’ fees, brokerage fees and transfer Taxes). (f) Any liability or obligation for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates Taxes that arise on or prior to the Closing Date; and. (fg) any obligations of Reliant arising under this Agreement, including pursuant Any liability or obligation to any representation, warranty employee or covenant hereunderformer employee of either Seller, or from the consummation any Affiliate of the transaction contemplated herebySellers who provides services to either Seller (other than any liability or obligation arising on or after the Closing to any such employee hired by Buyer and related to Buyer’s employment of such employee). (h) Any duty, obligation or liability arising at any time under or relating to any Employee Benefit Plan or any employee benefit plan, program or arrangement at any time maintained, sponsored or contributed or required to be contributed to by either Seller or any ERISA Affiliate of either Seller or with respect to which either Seller or any of their ERISA Affiliates has any liability or potential liability. (i) Any liability or obligation arising out of any violation by either Seller of any Legal Requirement applicable to the offer and sale of the Franchises. (j) Any liability or obligation arising out of any violation by either Seller of any Legal Requirement applicable to the relationship between Seller and the Franchisees under the Franchise Agreements. (k) Any liability or obligation arising out of any violation by either Seller or its affiliates of any Legal Requirement applicable to the relationship between Seller and any vendors who provide goods or services to the Franchisees. (l) Any liability or obligation arising out of any infringement or other unlawful use by either Seller or any Person acting under a Seller’s direction or control of any Intellectual Property Rights owned or held by any Person. (m) Any liability or obligation of either Seller arising out of any litigation, proceeding, or claim by any Person relating to the Businesses as conducted prior to the Closing Date, whether or not such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing Date or has been disclosed by either seller to the Buyer.

Excluded Liabilities. Notwithstanding anything to Neither Buyer nor any of its Affiliates shall assume any Liabilities of the contrary in this AgreementRetained Companies (such unassumed Liabilities, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, includingin no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, without limitationand the Retained Companies shall remain bound by and liable for, and shall pay, discharge or perform when due, the following liabilities and obligations Liabilities of Reliantthe Retained Companies: (a) all liabilities Liabilities for Taxes that are not Assumed Liabilities, including, but not limited to, (i) all Taxes of any Retained Company or any Affiliate thereof (including for the avoidance of doubt, Taxes imposed or borne under Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state, local, or foreign Law), as a transferee or successor, by contract or otherwise), (ii) all Taxes and obligations required other amounts that are the responsibility of Seller pursuant to be performed under Section 7.3(a), (iii) all Taxes that are the Assigned Contracts responsibility of Seller and Orders prior its Affiliates pursuant to Section 7.3(c)(i), (iv) all Taxes imposed on or with respect to the Closing Dateownership or operation of the Excluded Assets or that are attributable to any asset or business of the Company that is not part of the Purchased Assets, and (v) any amount in respect of claims asserted against Buyer or its Affiliates, the Business or the Purchased Assets by reason of failure to comply with any withholding or similar Tax Laws or any bulk sales, bulk transfer or similar Laws; (b) all liabilities Liabilities in respect of the Excluded Contracts and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentother Excluded Assets; (c) all Losses product Liability and similar claims for damages or injury to person or property, or claims of infringement of Intellectual Property Rights, regardless of when made or asserted, which arise out of or are based upon any events occurring or actions taken or omitted to be taken by any member of the Seller Group, or otherwise arising out of claims of third parties due to or incurred in connection with the use or sale conduct of the Product (whether Business, on or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to before the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior warranty claims to the Closing Dateextent reserves for such claims are not accrued expenses of the Business created in the ordinary course of business consistent with past practice as of the Closing; (e) subject all Pre-Closing Environmental Liabilities; (f) all Indebtedness of the Business; (g) all Liabilities under the Retained Benefit Plans, except as determined otherwise under applicable Law or as provided under Section 7.2; (h) all Liabilities in connection with the Seller Employees, except as determined otherwise under applicable Law or as provided under Section 7.2; (i) any trade accounts payable of the Seller Group which constitute intercompany payables owing to other members of the Seller Group; (j) all Liabilities arising out of or incurred in connection with violations of or investigations regarding violations of the Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, or any other applicable Law of similar effect in any jurisdiction in the ownership or operation of the Business, including Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (k) all Liabilities arising out of or incurred in connection with violations of or investigations regarding violations of any Health Care Laws or any Law pertaining to any Health Care Program; (l) all Liabilities in respect of Assigned Contracts not assumed pursuant to Section 7.52.3(a); (m) all Liabilities of Scient’x S.A.S. and Surgiview, all obligations except for replacements ofLiabilities in connection with the French Distribution Agreements, but only to the extent that such Liabilities in connection with the French Distribution Agreements were incurred in the ordinary course of the Business and do not relate to any failure to perform, improper performance, warranty or refunds for Productother breach, whether default or not bearing Reliant’s name or violation by any Reliant Brand, distributed by Reliant or any member of its Affiliates the Seller Group on or prior to the Closing DateClosing; and (fn) any obligations of Reliant arising under except as otherwise provided in this Agreement, including pursuant to any representationall Liabilities arising out of or incurred in connection with the negotiation, warranty or covenant hereunder, or from preparation and execution of this Agreement and the Ancillary Agreements and the consummation of the transaction transactions contemplated herebyhereby and thereby, including Taxes and fees and expenses of counsel, accountants and other experts.

Excluded Liabilities. Notwithstanding anything any other provision of this Agreement or any other writing to the contrary in this Agreementcontrary, the Purchaser Buyer does not assume, and shall not, at the Closing or at not have any time thereafter, assume or agree obligation to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations any liability of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) Seller other than the Assumed Liabilities Liabilities, all of which shall be retained by and remain liabilities, obligations and commitments of Seller (collectively, the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant. Excluded Liabilities shall include: (a) all liabilities any liabilities, obligations or commitments arising out of or relating to that certain [*] Agreement by and among [*] and Seller (the “[*] Agreement”) dated [*] (the “[*] Date”); (b) any liabilities, obligations required or commitments arising out of or relating to be performed under the Assigned Contracts and Orders ownership or use of the Purchased Assets prior to the Closing Date; (bc) all liabilities and any obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant with respect to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out employment of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating individual who is a party to any voluntary confidentiality or involuntary recall of the Product sold prior to the Closing Date;non-disclosure agreement listed on Schedule 2.1(c); [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (d) subject any liabilities and obligations arising out of or relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant the return of Products or any product liability, breach of its Affiliates warranty or similar claim for injury or other harm to person or property, regardless of when asserted, that arises out the any clinical study or other development, use or misuse of Products supplied by, for or on behalf of Seller prior to the Closing Date; (e) subject any obligations, if any, to make any payments to the ALS Charitable Remainder Trust dated August 28, 2006 (“ALSCT”) in accordance with that certain Royalty Agreement dated August 28, 2006 between Seller and ALSCT as amended by that certain letter agreement dated August 13, 2009 between Seller and ALSCT, on any sums payable by Buyer to Seller pursuant to this Agreement; (f) except to the extent specifically provided in Section 7.52.2, all other liabilities, obligations for replacements ofand commitments, regardless of when they are asserted, billed or refunds for Productimposed or when they become due or payable, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not bearing Reliant’s name accrued, arising out of or relating to, directly or indirectly, the Products or the Purchased Assets to the extent such liabilities, obligations or commitments are attributable to any Reliant Brandaction, distributed by Reliant omission, performance, non-performance, event, condition or any of its Affiliates on or circumstance prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementBuyer shall not assume, the Purchaser shall notwhether as a transferee or successor, at the Closing by contract or at any time thereafter, assume or agree to pay, perform or dischargeotherwise, and Reliant shall remain not be liable for and shall payor responsible for, perform and discharge (any Liability or cause to be paidEncumbrance of Seller of any kind whatsoever, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute liquidated or contingent, whether liquidated presently in existence or unliquidated and whether due arising or to become due) other than the Assumed Liabilities asserted hereafter (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any breaches of any Seller Contract prior to or after the Closing Date or any payments or amounts due under any Seller Contract prior to or after the Closing Date, including, without limitation, the Liabilities set forth on Schedule 2.3 (a); (b) Any Taxes attributable to or imposed upon (i) Seller or any of its Affiliates, or the Business or (ii) the Purchased Assets for the Pre-Closing Period; (c) Any loans, other indebtedness, or accounts payable (including any such Liabilities owed to Affiliates of Seller), including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under Liabilities listed on the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateSeller Debt Schedule; (d) subject to Sections 7.3(d) and 7.7Any legal or equitable action or judicial or administrative proceeding initiated at any time, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject extent related to Section 7.5, all obligations for replacements of, any action or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates omission on or prior to the Closing Date, including, without limitation, any Liability for (i) infringement or misappropriation of Intellectual Property, including, without limitation, the Liabilities set forth on Schedule 2.3 (d); and(ii) breach of product warranties; (iii) injury, death, property damage or losses caused by Seller Products or the manufacture or design thereof; or (iv) violations of any privacy laws or any other Legal Requirements; (e) Any expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including all broker, counsel and accounting fees; or (f) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any obligations Liability for a violation of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebysuch a Legal Requirement.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall notnot assume or be liable for any of the following obligations or liabilities of Seller and its Subsidiaries (collectively, at the "Excluded Liabilities"), and Seller and its Subsidiaries shall retain, and shall continue to be responsible after the Closing or at any time thereafter, assume or agree to pay, perform or dischargeDate for, and Reliant shall remain liable for forever indemnify and shall pay, perform defend Purchaser and discharge (or cause to be paid, performed its Affiliates and discharged) when due, hold them harmless from and against all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) any and all liabilities inter- and obligations required to be performed under intra-company payables (except for such payables set forth in Section 1.1(f) of the Assigned Contracts and Orders prior to the Closing DateSeller Disclosure Letter); (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment100 Oaks Liability; (c) any and all Losses arising out Liabilities for (x) Taxes of claims of third parties due Seller or any Affiliate thereof or (y) Taxes that are imposed by any taxing authority with respect to the use taxable periods ending on or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising that result from, arise out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior relate to the Portfolio, in all cases except as otherwise provided in Section 1.9 (in respect of certain prorated items for the calendar year in which the Closing Dateoccurs as provided therein) and Section 4.7 (Transfer and Gains Taxes); (d) subject to Sections 7.3(d3.1(d) and 7.74.12, any and all Government Rebates Employee Liabilities; (e) any and Charges all obligations or other Liabilities to the extent resulting from, arising out of, or relating to the Tax Protection Agreement (as defined in the Merger Agreement) and Discounts for Product distributed by Reliant any obligation of Seller or any of its Affiliates prior to the Closing Dateindemnify any Person for Taxes; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any and all obligations and other Liabilities arising out of Reliant arising under this Agreementor in connection with any negligent action or negligent omission that results in a breach of any of Seller's covenants or agreements set forth in either (i) clause (1) of Section 3.1(a) or (ii) Section 3.1(b) (except during the time when Purchaser is managing, including pursuant to Section 3.1(d), the relevant Portfolio Property and such action or omission was among the responsibilities of Purchaser pursuant to the Management Agreement); (g) any representationand all obligations and other Liabilities arising out of or in connection with Seller's violation of Section 3.1(a) or Section 3.1(b) to the extent that such violation results from Seller's or any of its Subsidiaries' (x) failure to pay Taxes, warranty debts or covenant hereunderother obligations when due, (y) incurrence of new indebtedness with respect to any Portfolio Property or from (z) sales or other dispositions or transfers of any Portfolio Property; (h) all items of income and expense that are assumed by Seller pursuant to Section 1.9; and (i) any other Liabilities that do not result from, arise out of or relate to the consummation of the transaction contemplated herebyPortfolio except as otherwise specifically provided herein.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreementcontained herein, the Purchaser shall notnot assume any duties, at obligations or liabilities of Seller of any kind, whether known, unknown, contingent or otherwise, other than the Closing Transferred Liabilities, including any duty, obligation or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge liability: (or cause to be paid, performed and discharged1) when due, all liabilities and obligations of Reliant not directly relating to the Product Transferred Assets; (2) attributable to any acts or omissions to act taken or omitted to be taken by or on behalf of Seller (or any of its Affiliates) prior to the Effective Time in violation of any applicable laws, contracts or legal or fiduciary duties; (3) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its affiliates or direct or indirect Subsidiaries); (4) for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for taxable periods (or portions thereof) ending on or prior to the Closing Date and (ii) Taxes for which Seller is liable pursuant to Section 2.1(h); (5) except as expressly set forth in Section 8.13, relating to the Product Line Operations (whether known Employees in any respect, including the employment or unknowntermination of employment of any Employee, in the case of each Branch Employee relating to any period prior to the time such Branch Employee become employed by Purchaser as contemplated hereby, and relating to the Benefit Plans, ERISA, COBRA or the WARN Act in any respect, whether absolute arising before or contingentafter the Effective Time (for avoidance of doubt, whether liquidated Excluded Liabilities include any duty, obligation or unliquidated liability arising under the Seller Employment Agreements, the Parent Equity Incentive Plans, any contract listed on Schedule 6.8(b)(ii) or any plan listed on Schedule 6.8(b)(iii)); (6) arising from circumstances, events or conditions prior to the Effective Time and whether not expressly assumed hereunder; and (7) all amounts due or and payable to become due) other than the Assumed Liabilities any Affiliate (collectively, the “Excluded Liabilities”). For avoidance of doubt, includingExcluded Liabilities shall include the Perryville Loan Liabilities, without limitation, and Purchaser shall not be a successor to Seller with respect to any Perryville Loan Liabilities. This Section 2.1(f) is not intended to enlarge the following liabilities and obligations rights of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior any third parties relating to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Excluded Liabilities. Nothing contained in this Agreement not assumed by Purchaser pursuant shall prevent either party hereto from contesting matters relating to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of Excluded Liabilities with any third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyparty.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementBuyer does not hereby assume, the Purchaser and shall not, at the Closing or not at any time thereafterhereafter (including on or after the Effective Time) become liable for, assume any of the Liabilities of Seller or agree to pay, perform any of its Affiliates or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations any ERISA Affiliate of Reliant relating to any of the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) foregoing other than the Assumed Liabilities (the “"Excluded Liabilities”"), including. The Excluded Liabilities shall include, without limitation, the following liabilities and obligations of ReliantLiabilities: (a) all liabilities and obligations required to be performed under any Liability of any of Seller or any of its Affiliates or any ERISA Affiliate of any of the Assigned Contracts and Orders prior to foregoing whether currently in existence or arising hereafter that is not attributable to, or that does not arise out of the Closing Dateconduct of, the Business; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any Liability whether presently in existence or arising hereafter relating to the Nizatidine Supply Agreement Assignmentan Excluded Asset; (c) all Losses any Seller Environmental Liability; (d) any Liability whether currently in existence or arising out of claims of third parties due hereafter relating to the use fees, commissions or sale of the Product (whether expenses owed to any broker, finder, investment banker, attorney or not defective) sold prior to the Closing Date other intermediary or advisor employed by Reliant Seller or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary their respective ERISA Affiliates in connection with the transactions contemplated hereby or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Dateotherwise; (e) subject to Section 7.5, all obligations for replacements of, any Liability the existence of which constitutes a breach of any representation or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; andwarranty hereunder; (f) any obligations Seller Contingent Liabilities except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of Reliant this Agreement; (g) any Liability related to indebtedness of Seller for borrowed money or capitalized leases, or the guarantee by Seller of the indebtedness of any other Person, except as set forth on Schedule 2.4(g); (h) any Liability of Seller arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.; (i) Excluded Product Warranty Claims;

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or any other writing to the contrary contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in this Agreementexistence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the generality of the foregoing, Seller and the Purchaser Members expressly acknowledge and agree that Seller shall notretain, at the Closing or at any time thereafter, and Buyer shall not assume or agree otherwise be obligated to pay, perform perform, defend or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required any liability or obligation of Seller and/or the Members for Taxes, whether measured by income or otherwise; (b) any liability or obligation for Taxes arising in connection with any products or services sold, delivered or otherwise provided by or on behalf of Seller prior to be performed the Closing; (c) any liability or obligation relating to employee benefits or compensation arrangements existing on or prior to the Closing Date, including any liability or obligation of Seller under the Assigned Contracts and Orders or in connection with ERISA or any plan or benefit program or agreement; (d) any Environmental Liability; (e) any product liability or warranty pertaining to products and/or services sold, licensed, developed, manufactured or delivered by Seller prior to the Closing Date; (bf) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any liability or obligation to a third party with respect to any Assumed Liability to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use extent such liability or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due obligation relates to or relating to arises from any voluntary act or involuntary recall of the Product sold omission taking place prior to the Closing Date; (dg) subject any liability or obligation of Seller to Sections 7.3(d) and 7.7the Members, all Government Rebates and Charges and Discounts for Product distributed by Reliant any Affiliate of Seller or the Members, or any Person claiming to have a right to acquire any membership interest in or other securities of its Affiliates Seller; (h) any liability relating to leases for real or personal property other than the leases enumerated in Section 2.03; (i) any liability or obligation relating to an Excluded Asset; (j) any liability or obligation to provide services or products under or in connection with any Assigned Contract prior to the Closing Date;Date (it being understood that Buyer is responsible for providing such products or services after the Closing Date in accordance with the terms of such Assigned Contract); or (ek) subject to Section 7.5, all obligations for replacements of, any liability or refunds for Product, whether obligation arising or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior relating to the pre-Closing Date; and (f) time period under any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyAssigned Contract.

Excluded Liabilities. Notwithstanding anything to the contrary in provisions of Section 2.3 or any other provision of this Agreement, any Exhibit hereto, the Purchaser Seller Disclosure Letter or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not, at the Closing or at any time thereafter, not assume or agree be obligated to pay, perform or dischargeotherwise discharge (and the Seller shall retain, and Reliant shall remain liable for and shall pay, perform or otherwise discharge without recourse to the Buyer) any and discharge (or cause to be paid, performed and discharged) when due, all liabilities and or obligations of Reliant relating to the Product Seller and the Product Line Operations (its Affiliates of any kind, character or description whatsoever, whether direct or indirect, known or unknown, whether absolute or contingent, whether liquidated matured or unliquidated unmatured, and whether due currently existing or to become due) other than the Assumed Liabilities hereinafter arising (the “Excluded Liabilities”), including, without limitation, including the following liabilities and obligations of Reliantfollowing: (a) (i) all Taxes arising before or after the Closing, to which Seller or any of its Affiliates is subject, directly or indirectly and (ii) Taxes attributable to the Business or the Purchased Assets for any Pre-Closing Tax Period; (b) any liability pursuant to any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (c) any liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and obligations required Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to be performed under any breach, failure to perform, torts related to the Assigned Contracts performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and Orders overcharges or underpayments under, any Assumed Contract prior to the Closing Date (or an event that, with notice or lapse of time or both, would become the same) or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing (collectively, “Pre-Closing Contract Liabilities”); (g) any liability arising from or related to any compliance or noncompliance on or prior to the Closing Date with any Law applicable to the Seller, any of its Affiliates, the Business or the Purchased Assets or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing; (h) any liability arising from or related to any Action against the Seller, any of its Affiliates, the Business or the Purchased Assets pending as of the Closing Date or based upon any action, event, circumstance, condition or action arising or that occurred or existed as of or prior to the Closing Date; (bi) all liabilities and obligations of Reliant under any liability arising from or related to any Action with respect to any Excluded Assets, whether arising prior to, on or after the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentClosing Date; (cj) all Losses arising out of claims of third parties due to the use any Transaction Expenses; (k) any liabilities or sale obligations of the Product Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements, the Accessories Supply Agreement, the Generator Supply Agreement, the Retained IP License Agreement and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (whether l) any liability of the Seller or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of for warranty claims of third parties due to for Products manufactured or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (dm) subject any liability to Sections 7.3(d) and 7.7indemnify, all Government Rebates and Charges and Discounts for Product distributed by Reliant reimburse or advance amounts to any present or former Representative of the Seller or any of its Affiliates prior (including with respect to the Closing Dateany breach of fiduciary obligations by any such party); (en) subject all accounts payable or other accrued and unpaid current expenses arising out of or relating to Section 7.5, all obligations for replacements of, the operation or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any conduct of its Affiliates on or prior to the Business outstanding as of the Closing Date; and (fo) any obligations of Reliant arising under this Agreementliability or obligation relating to an Excluded Asset, including pursuant to the Retained Business or any representation, warranty or covenant hereunder, or from the consummation other business of the transaction contemplated herebySeller or its Affiliates other than the Business, whether arising prior to or after the Closing Date.

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed ReShape IGB Liabilities, the Purchaser Apollo shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or dischargenot assume, and Reliant shall remain liable for and shall payhave no liability for, perform and discharge (any Liabilities of ReShape or cause to be paidany ReShape Affiliate of any kind, performed and discharged) when duecharacter or description, all liabilities and obligations it being understood that Apollo is expressly disclaiming any express or implied assumption of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) any Liabilities other than the Assumed ReShape IGB Liabilities including, without limitation all Liabilities arising out of, resulting from or relating to (collectively, the “Excluded ReShape Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:): (a) any and all liabilities Claims, regardless of when such Claim was first commenced or made, that arose out of, relates to or results from the development, nonclinical and obligations required clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of the ReShape IGB Product or any of the ReShape IGB Assets, in each case, prior to the Closing, including all such Claims relating to warranty obligations, marketing programs, patient incentive programs and alleged intellectual property infringement; (b) any and all products liability Claims that arose out of, relates to or results from any ReShape IGB Product sold prior to the Closing (including Claims alleging defects in such ReShape IGB Product and Claims involving the death of or injury to any individual relating to such ReShape IGB Product); (c) any recalls (including after the Closing) mandated by any Governmental Body with respect to any ReShape IGB Products manufactured or sold prior to the Closing; (d) any and all Claims for ReShape IGB Products manufactured prior to the Closing, including but not limited to product liability and infringement of Intellectual Property whether or not sold prior to the Closing; (e) any of the Excluded ReShape Assets; (f) Taxes (other than Transfer Taxes, which shall be performed under governed solely by Section 2.8) (i) in respect of or imposed upon ReShape or any of its Affiliates for any taxable period, or (ii) imposed with respect to the Assigned Contracts and Orders ReShape IGB Assets or the ReShape IGB Business for any taxable period (or portion thereof) ending on or prior to the Closing Date; (bg) all liabilities any Contract, other than a ReShape IGB Business Contract and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant subject to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due limitations set forth in Section 2.3, to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant which Apollo or any of its Affiliates and all Losses arising out is a party or by which any of claims of third parties due to its properties or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Dateassets are otherwise bound; (dh) subject to Sections 7.3(d) and 7.7any current or former employee or contractor of ReShape, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing DateAffiliates; (ei) subject all ReShape Accounts Payable, including any unpaid accounts payable related to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing DateReShape IGB Inventory; and (fj) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation all Liabilities set forth on Part 2.4 of the transaction contemplated herebyReShape Disclosure Schedule.

Excluded Liabilities. Notwithstanding anything in Section 2.02(a) or Section 2.02(b) to the contrary in this Agreementcontrary, as of the Closing, the Purchaser shall not, at the Delayed Closing or at any time thereafterapplicable Later Closing, assume Parent or agree to payits Affiliates shall retain or assume, perform or dischargeas applicable, and Reliant shall remain liable be responsible for paying, performing and shall pay, perform and discharge (or cause to be paid, performed and discharged) discharging when due, all liabilities and obligations none of Reliant relating to Buyer or its Affiliates shall assume or have any responsibility for, the Product and the Product Line Operations (whether known following Liabilities of Parent or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities its Affiliates (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant:): (ai) all liabilities those Liabilities not relating to or arising out of the Business or the Purchased Assets (in the case of those Liabilities shared by the Business and obligations required to be performed under the Assigned Contracts and Orders prior Medical Device Business, only that portion of such Liabilities not attributable to the Closing DateBusiness shall be excluded hereby); (bii) all liabilities and obligations those Liabilities relating to or arising from any Parent Plan or for which Parent or its Affiliates are responsible pursuant to Article VI but excluding Employment Related Liabilities in respect of Reliant under the Nizatidine Supply Agreement not any Continuing Employee which are assumed by Purchaser operation of Law by the Buyer or its Affiliates pursuant to the Nizatidine Supply Agreement AssignmentTransfer Regulations (and which, for the avoidance of doubt, are intended to be included within the definition of Indebtedness); (ciii) all Losses those Liabilities set forth on Section 2.02(c)(iii) of the Seller Disclosure Schedule; (iv) those Liabilities relating to or arising out of product warranty obligations (express or implied) and product liability claims (other than product or packaging complaints that do not arise out of third parties due injury to the use person or sale property and other than product recalls) for products of the Product (whether or not defective) Business sold prior to the Closing Date by Reliant Closing; (v) all accounts payable, Expenses and Indebtedness of Parent or its Affiliates (other than accounts payable of any Transferred Subsidiary included in the calculation of Net Working Capital and Indebtedness of any Transferred Subsidiary); (vi) all intercompany payables and loans between Parent or any of its Affiliates (other than the Transferred Subsidiaries), on the one hand, and any Affiliates of Parent (other than the Transferred Subsidiaries), on the other hand; (vii) (A) all Losses arising out obligations of claims of third parties due Parent or its Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finders’ fees or commissions relating to the transactions contemplated by this Agreement and (B) any other fees or expenses for which Parent or its Affiliates are expressly responsible for hereunder; (viii) all Liabilities relating to any voluntary confidentiality, non-solicitation or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed similar agreements entered into by Reliant Parent or any of its Affiliates prior or its or their Representatives in connection with or relating to the Closing Datean Acquisition Proposal; (eix) subject all Liabilities arising from or relating to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant Actions involving Parent or any of its Affiliates on directors or prior officers relating to or arising out of this Agreement or the transactions contemplated hereby; (x) any Liability to the extent it relates to or arises out of any Excluded Asset or is not primarily related to the Business or the Purchased Assets; (xi) any Liability related to or arising out of the Restructuring; (xii) without limiting the rights and obligations of the parties under Article VII, any Liability for Taxes relating to the Purchased Assets with respect to any Pre-Closing DateTax Period, determined in accordance with the principles of Section 7.01; and (fxiii) any obligations of Reliant Liability arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation out of the transaction failure to advertise the transactions contemplated herebyby this Agreement by Halyard Health South Africa (Pty) Ltd. under Section 34 of the Insolvency Act (South Africa).

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known its Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following liabilities fees and obligations expenses of Reliant: (a) all liabilities counsel, accountants, consultants, advisers and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Dateothers; (b) all liabilities and obligations any Liability for (i) Taxes of Reliant under Seller (or any shareholder or Affiliate of Seller) or relating to the Nizatidine Supply Agreement not assumed by Purchaser Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to the Nizatidine Supply Agreement AssignmentSection 6.13; or (iii) other Taxes of Seller (or any shareholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any shareholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) all Losses any Liabilities relating to or arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateExcluded Assets; (d) subject any Liabilities in respect of any pending or threatened Action arising out of, relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any otherwise in respect of its Affiliates the operation of the Business or the Purchased Assets to the extent such Action relates to such operation prior to the Closing Date; (e) subject any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller; (g) any Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or Liabilities under Environmental Laws; (j) any trade accounts payable of Seller (i) which constitute intercompany payables owing to Affiliates of Seller; (ii) which constitute debt, loans or credit facilities to financial institutions; or (iii) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 7.58.03 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, all obligations for replacements including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (n) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions; (o) any Liability under the WARN Act; and (p) any Liabilities arising out of, in respect of or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed in connection with the failure by Reliant Seller or any of its Affiliates on to comply with any Law or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyGovernmental Order.

Excluded Liabilities. Notwithstanding anything Except as and to the contrary extent expressly provided in this AgreementSection 2.3, the Purchaser Buyer is not agreeing to, and shall not, at assume any other liability, obligation, undertaking, expense or agreement of either Seller (or relating to either Seller, either Business or any of the Closing Purchased Assets) of any kind, character or at any time thereafterdescription, assume whether absolute, known, unknown, accrued, liquidated, unliquidated, contingent, executory or agree to pay, perform or dischargeotherwise, and Reliant whether arising prior to or following the Closing, and the execution and performance of this Agreement shall remain not render Buyer liable for and shall payany such liability, perform and discharge obligation, undertaking, expense or agreement (or cause to be paid, performed and discharged) when due, all of such liabilities and obligations of Reliant relating shall be referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for: (a) Any liability or obligation with respect to any Excluded Asset, whether arising prior to or after the Closing. (b) Except as expressly assumed pursuant to Section 2.3(c), any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Businesses or any Purchased Asset prior to the Closing Date, including, without limitation, any Contingent Initial Franchise Fee Refunds that became due and payable on or before the following Closing Date and the Marketing Fee Balance (if a negative amount). (c) Any liability or obligation arising out of or related to any Contract that is not an Assumed Contract. (d) Except as provided in Section 7.13, any liability or obligation arising out of, or related to, any Lease Location, whether arising prior to or after the Closing. (e) Any liabilities and or obligations of Reliant:the Sellers for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, and brokerage fees). (af) all Any liability or obligation for any Taxes other than (i) Taxes on the Purchased Assets payable with respect to taxable periods beginning on or after the Closing Date, (ii) Transfer Taxes for which Buyer is liable pursuant to Section 7.2(a) of this Agreement, and (iii) the portion of the Taxes on the Purchased Assets payable for a Straddle Period for which Buyer is liable pursuant to Sections 7.2(b) and (c) of this Agreement. (g) Any liability or obligation to any current or former employee, officer, director or contractor of either Seller, or any Affiliate of any Seller who provides or provided services to either Seller or any Affiliate thereof (other than any liability or obligation arising after the Closing to any employee hired by Buyer and related solely to the Buyer’s employment of such employee), including any liability or obligation arising out of, relating to or incurred in connection with the employment or service by, or termination from employment or service with, either Seller or any Affiliate of any Seller, including any liabilities and or obligations pertaining to any salary or wages, vacation pay, bonuses or any other type of compensation or benefits. (h) Any duty, obligation or liability arising at any time under or relating to any Seller Benefit Plan or any other Employee Benefit Plan at any time maintained, sponsored or contributed or required to be performed contributed to by either Seller or any Affiliate or ERISA Affiliate of either Seller or with respect to which either Seller or any Affiliate or ERISA Affiliate of either Seller has any current or potential liability or obligation. (i) Any liability or obligation (contingent or otherwise) arising out of or relating to any Environmental and Safety Requirements, except to the extent based on conditions resulting from Buyer’s operation of the Businesses following the Closing. (j) Any liability or obligation arising out of any violation by GACCF of any Legal Requirement applicable to the offer and sale of the Franchises. (k) Any liability or obligation arising out of any violation by GACCF of any Legal Requirement applicable to the relationship between GACCF and the Franchisees under the Assigned Contracts Franchise Agreements. (l) Any liability or obligation arising out of any violation by either Seller or its affiliates of any Legal Requirement applicable to the relationship between such Seller and Orders any vendors who provide goods or services to the Franchisees. (m) Any liability or obligation arising out of any infringement or other unlawful use by either Seller or any Person acting under a Seller’s direction or control of any Intellectual Property Rights owned or held by any Person. (n) Any liability or obligation of either Seller arising out of any litigation, proceeding, or claim by any Person relating to the Businesses as conducted prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name such litigation, proceeding, or any Reliant Brandclaim is pending, distributed threatened, or asserted before, on, or after the Closing Date or has been disclosed by Reliant or any of its Affiliates on or prior either Seller to Buyer. (o) All obligations to make payments to the Closing Date; and (f) any obligations of Reliant arising vendor under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyFilter Contract.

Excluded Liabilities. Notwithstanding anything to the contrary All Claims against Seller, and all Liabilities of Seller which are (x) enumerated below in this Agreement, the Purchaser shall not, at the Closing Section 2.4 or at any time thereafter, assume or agree (y) not specifically assumed by Buyer pursuant to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause Section 2.3 are collectively referred to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (herein as the “Excluded Liabilities”).” Buyer shall not assume, includingbe deemed to have assumed, without limitationor otherwise be responsible or liable for, any of the Excluded Liabilities. Notwithstanding Section 2.3, the following claims against, and liabilities of, Seller are Excluded Liabilities and obligations of Reliantshall not be assumed or discharged by Buyer: (a) any and all liabilities Liabilities for Taxes of Seller or any of its Affiliates or any shareholder or equity owner of Seller or Affiliate or for which such Seller or Affiliate may be liable, but excluding (i) those expressly enumerated in Section 2.3, and obligations required to (ii) any Transaction Taxes (which shall be performed under the Assigned Contracts and Orders prior to the Closing Dategoverned by Section 7.1(a)); (b) any and all liabilities and Liabilities for indebtedness of Seller with respect to borrowed money (other than obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant with respect to the Nizatidine Supply Agreement Assignmentcapitalized leases that are Assumed Contracts); (c) all Losses arising out any pre-Closing litigation claim or assessment, breach of claims of third parties due Contract (excluding Buyer’s obligation to pay the Cure Amounts with respect to the use or sale Assumed Contracts), tort, infringement, violation of the Product (whether or not defective) sold prior to the Closing Date Law by Reliant Seller or any of its Affiliates and all Losses arising out of claims of third parties due to from any facts, events or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates circumstances arising on or prior to the Closing Date; and, in each case, of any kind or nature whatsoever and whether related to the Acquired Assets or the Business or otherwise and regardless of when commenced; (d) any and all Liabilities (i) that are the subject of any dispute, litigation, arbitration, judgment, order, decree or other proceeding as of the Closing Date, (ii) with respect to periods prior to the Closing Date and are or could be asserted as a claim in litigation or arbitration after the Closing Date, or (iii) arising as a result of actions or omissions with respect to services provided to customers prior to the Closing (including, without limitation, all matters noticed or pending and scheduled on Schedule 4.14 and any such liabilities or obligations that otherwise would be Assumed Liabilities), except to the extent that any of the foregoing relates to any of the liabilities or obligations expressly enumerated in Section 2.3; (e) any Liabilities of Seller arising out of the ownership or operation of an Excluded Asset, including, for the avoidance of doubt, any Liability with respect to Employee Benefit Plans (other than as provided in Section 2.4(g)) and those Contracts and Permits which constitute Excluded Assets; (f) any obligations Liability of Reliant arising Seller or any of its ERISA Affiliates under Title IV of ERISA; (g) any Liability of Seller or any of its ERISA Affiliates under COBRA except as provided in Section 6.3(g) below; (h) any pension or retirement Liability of Seller to its current or former employees which are accrued as of the Closing Date, whether or not under any Employee Plan; (i) all Liabilities with respect to any costs and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses) incurred by or on behalf of Seller or any Affiliates of Seller in connection with the Bankruptcy Case or the transactions contemplated by this Agreement; (j) all Liabilities (i) existing prior to the filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, including pursuant other than the Cure Amounts and (ii) to the extent not otherwise expressly assumed herein, incurred subsequent to the filing of the Bankruptcy Case and prior to the Closing; and (k) obligations, liabilities or amounts payable to any representation, warranty security holder of Seller or covenant hereunder, or from the consummation any of the transaction contemplated herebyits Affiliates.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser The Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of the Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known its Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). The Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, the following liabilities fees and obligations expenses of Reliant: (a) all liabilities counsel, accountants, consultants, advisers and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Dateothers; (b) all liabilities and obligations any Liability for (i) Taxes of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser Seller (or any stockholder or Affiliate of the Seller) including any Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, (ii) Taxes of the Seller that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Seller pursuant to Section 6.14, or (iii) any Taxes of Seller (or any stockholder or Affiliate of the Nizatidine Supply Agreement AssignmentSeller) of any kind or description (including any Liability for Taxes of the Seller (or any stockholder or Affiliate of the Seller) that becomes a Liability of the Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) all Losses any Liabilities relating to or arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateExcluded Assets; (d) subject any Liabilities in respect of any pending or threatened Action arising out of, relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any otherwise in respect of its Affiliates the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by the Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by the Seller; (f) any recall, design defect or similar claims of any products manufactured or sold or any service performed by the Seller; (g) any Liabilities of the Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of the Seller; (h) subject to Section 7.56.24 with regard to the Xxxxx Debt Obligation, all obligations any Liabilities of the Seller for replacements ofany present or former employees, officers, directors, retirees, independent contractors or consultants of the Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (i) any Environmental Claims, or refunds for ProductLiabilities under Environmental Laws, whether to the extent arising out of or not bearing Reliant’s name relating to facts, circumstances or any Reliant Brand, distributed by Reliant or any of its Affiliates conditions existing on or prior to the Closing Dateor otherwise to the extent arising out of any actions or omissions of the Seller; (j) any trade accounts payable of the Seller (i) to the extent not accounted for on the Interim Balance Sheet, (ii) which constitute intercompany payables owing to Affiliates of the Seller, (iii) which constitute debt, loans or credit facilities to financial institutions, or (iv) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to the Seller on or before the Closing, (ii) did not arise in the ordinary course of business, or (iii) are not validly and effectively assigned to the Buyer pursuant to this Agreement; (l) any Liabilities related to or arising out of any dispute or claim by or among the Seller, any stockholder of the Seller, or any officer or director of the Seller, including but not limited to any dispute or claim alleging or involving a breach of fiduciary duty of any Person; (m) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as the Seller Indemnitees; (n) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to the Buyer pursuant to this Agreement; or (ii) except as set forth in Section 2.03(b), to the extent such Liabilities arise out of or relate to a breach by the Seller of such Contracts prior to Closing; (o) any Liabilities associated with debt, preferred securities, loans or credit facilities of the Seller and/or the Business owing to financial institutions or any other Person; and (fp) any obligations Liabilities arising out of, in respect of Reliant arising under this Agreement, including pursuant or in connection with the failure by the Seller or any of its Affiliates to comply with any representation, warranty Law or covenant hereunder, or from the consummation of the transaction contemplated herebyGovernmental Order.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or The parties hereto agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all that liabilities and obligations of Reliant relating to the Product Seller and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or Subsidiaries not expressly described in Section 2.3 are not intended to become due) other than be part of the Assumed Liabilities Liabilities, and Buyer shall not assume or become obligated with respect to any other obligation or liability of HEALTHSOUTH, Seller or any Subsidiary or any Affiliate of any of them (the “collectively, "Excluded Liabilities”"), including, without limitationbut not limited to, the following liabilities and obligations described in this Section, all of Reliantwhich shall remain the sole responsibility of Seller or the pertinent Subsidiary (other than a Transferred Subsidiary) or Affiliate, as the case may be, it being understood, however, that, as between Seller and the Subsidiaries (other than the Transferred Subsidiaries), on the one hand, and Buyer, on the other, Buyer shall bear the risk of and be responsible for the ongoing operations of the Facilities after the Closing, including the continuation or performance by Buyer after the Closing of any agreement or practice of the Subsidiaries. Without limiting the generality of the foregoing, Buyer shall not assume and shall have no liability or obligation of any kind for or with respect to any of the following, except to the extent expressly set forth in Section 2.3: (a) all Any of Seller's or any of the Subsidiaries' liabilities or obligations (including, but not limited to, any liabilities or obligations under any tax sharing agreements) with respect to franchise taxes and obligations required with respect to be performed under foreign, federal, state or local taxes and other Taxes imposed upon or measured, in whole or in part, by the Assigned Contracts and Orders net income for any period ending on or prior to the Closing DateDate of Seller and/or such Subsidiaries or any member of a combined or consolidated group of companies of which Seller and/or such Subsidiaries are, or were at any time, a part, or with respect to interest, penalties or additions to any of such taxes, it being understood that Buyer shall not be deemed to be Seller's or any Subsidiary's transferee with respect to any such tax liability; (b) all Any of Seller's or any of its Subsidiaries' liabilities and or obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant with respect to the Nizatidine Supply Agreement Assignmentrecapture of foreign, federal, state or local tax deductions or credits taken by Seller or such Subsidiary for any period ending on or prior to the Closing Date imposed upon, or any taxable gain recognized by, Seller or such Subsidiary on account of the Transactions contemplated hereby; (c) all Losses arising out Liabilities or obligations of claims of third parties due to the use Seller or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out now existing or which may hereafter exist by reason of claims any alleged violation of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; Laws (das defined in Section 1.1) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant Seller or any of its Affiliates on or prior to the Closing Date which does not relate to the Transferred Assets or the businesses or operations represented thereby; (d) Liabilities or obligations of Seller or a Subsidiary under any Assumed Contract which would be included in the Transferred Assets but for the provisions of Section 2.12, unless Buyer is provided with the benefits thereunder as contemplated in such Section; (e) Liabilities of Seller and the Subsidiaries arising from or in connection with litigation not relating to the Transferred Assets or the businesses or operations represented thereby; (f) Subject to Section 2.12(b), liabilities of Seller and the Subsidiaries incurred in connection with their obtaining any consent, authorization or approval necessary for them to sell, convey, assign, transfer or deliver any Transferred Asset to Buyer hereunder; (g) Except with respect to the mortgages and capitalized leases identified on Schedule 2.1(b) and the indebtedness evidenced thereby, all liabilities and obligations (including interest, penalties and other amounts due in respect thereof) with respect to which shall constitute Assumed Liabilities, any liability of Seller or a Subsidiary representing indebtedness for money borrowed or the deferred portion of the purchase price for any Owned Real Property (and any refinancing thereof), including without limitation the indebtedness identified on Schedule 2.4(g) and all interest, penalties and other amounts due in respect thereof; provided that if, prior to Closing, the parties mutually agree that any such indebtedness or obligation will be assumed by Buyer and further agree upon an equitable reduction in the cash portion of the Purchase Price (as defined in Section 2.5) to reflect Buyer's assumption of such indebtedness or obligation, then any such indebtedness or obligation will be deemed to constitute an Assumed Liability for all purposes of this Agreement; and provided further that with respect to any such indebtedness or obligation not so assumed by Buyer that constitutes a lien or encumbrance upon any Transferred Asset, Seller agrees that substantially concurrently with or prior to the Closing it will either pay or discharge such indebtedness or liability in full or otherwise cause such lien or encumbrance to be removed from such Transferred Asset, so that such Transferred Asset is sold, conveyed, assigned, transferred and delivered to Buyer at the Closing free and clear of such lien or encumbrance; (h) Such other liabilities and obligations, if any, specifically described in Schedule 2.4(h) and liabilities which would be Assumed Liabilities but for the provisions of Sections 2.12, 2.15, 8.5, 8.6 or 9.5; (i) Amounts due from Seller or the Subsidiaries arising from Intercompany Transactions; (j) Any liabilities or obligations of HEALTHSOUTH, Seller or a Subsidiary to employees who are not Hired Employees; (k) Any liabilities of HEALTHSOUTH or Seller to stockholders of HEALTHSOUTH or Seller (solely in their capacity as stockholders) as a result of the acquisition of Seller by HEALTHSOUTH; (l) Any liability for workers' compensation, general liability, professional liability or automobile liability arising out of occurrences prior to the Closing; (m) Any liability arising out of the termination by Seller or any Subsidiary of any of the Pension Plans; (n) Any obligation of Seller or any Subsidiary with respect to "earn-out" or similar contingent or deferred payments relating to the acquisition of assets or businesses prior to the Closing Date; (o) Any liability of Seller or any Subsidiary with respect to their respective employees arising out of occurrences prior to the Closing, except as otherwise expressly provided herein; and (fp) any obligations Any liabilities in connection with Seller's Albuquerque corporate headquarters (including liabilities under Section 2.3(n)) in excess of Reliant arising under this Agreement$19,121,000. With respect to Transferred Subsidiaries, including pursuant Seller shall assume, immediately prior to any representationthe Closing, warranty or covenant hereunder, or from the consummation all liabilities of the transaction contemplated herebysuch Transferred Subsidiaries which are Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, all liabilities or obligations of the Purchaser Seller not constituting Assumed Liabilities, including without limitation the following, shall notnot be assumed by the Buyer and shall remain the sole responsibility of the Seller (the "Excluded Liabilities") excepting only the precise liabilities and in the precise amounts, at if any, designated by the Buyer as being assumed by the Buyer pursuant to Section 2.2: 2.3.1 All accounts payable arising prior to the Closing, including all amounts owed to vendors, suppliers or representatives and all commissions. 2.3.2 All liabilities or obligations for borrowed money, deferred purchase price of goods or services and guarantees or other credit support obligations in respect of any of the foregoing, whether direct or in the form of a guarantee or similar contingent obligation. 2.3.3 All liabilities, obligations, claims, actions or proceedings, whether or not contingent and whether or not asserted on or prior to the Closing, to the extent they relate to occurrences, events or periods prior to the Closing. 2.3.4 All liabilities, obligations, claims, actions or proceedings, whether or not contingent and whether or not asserted on or prior to the Closing, that relate to any income Tax (as defined below) of the Seller or that relate to any other federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, profits, customs, duties, franchise, withholding, employment, real property, personal property, sales, use, transfer, registration, estimated, or other taxes, fees, levies, duties, imposts or charges of any kind, including any interest, penalty, or addition thereto, whether disputed or not ("Tax"), in respect of occurrences, events or periods prior to the Closing. 2.3.5 All liabilities and obligations relating to Excluded Assets. 2.3.6 All liabilities relating to warranty, product liability and similar matters arising from occurrences prior to the Closing or at from any time thereafterproduct manufactured, assume remanufactured, sold or agree distributed prior to paythe Closing. 2.3.7 All liabilities resulting from any obligation of the Business arising prior to the Closing that relate to any account receivable, perform including without limitation product returns, deductions, off-sets, chargebacks, price protection provisions, cooperative advertising allowances or dischargeother reductions or dilutions. 2.3.8 All liabilities accrued on the balance sheet of the Seller, including without limitation employee bonuses and other compensation, bonuses related to the transactions contemplated hereby and similar obligations pursuant to any contract constituting an Excluded Asset. 2.3.9 All compensation, benefit and other employment related claims, including wages, severance, vacation, sick leave, Comprehensive Omnibus Budget Reconciliation Act ("COBRA") claims and similar claims arising under state law, all Worker Adjustment and Retraining Notification Act ("WARN Act") claims, and Reliant shall remain liable for all medical, dental and shall paysimilar claims and disability claims. 2.3.10 All royalties and similar obligations relating to the use of any trade name, perform trademark, service xxxx, patent or patent right or to the sale of products. 2.3.11 All liabilities and discharge (obligations arising under any intercompany or cause interdivisional account. 2.3.12 All liabilities and obligations arising under any contract, license, real or personal property lease, purchase order, customer order or other agreement or obligation of the Seller that is not expressly assumed by the Buyer pursuant to be paidthis Agreement, performed including without limitation Buyer does not hereby assume any purchase orders now or hereafter entered into by Seller and discharged) when due, all assumes no obligation to complete Seller's work-in-progress. 2.3.13 All liabilities and obligations of Reliant relating the Seller arising as a result of or in connection with any failure by the Seller to the Product and the Product Line Operations (whether known comply with any bulk sales or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following bulk transfers laws. 2.3.14 All liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold resulting from noncompliance prior to the Closing Date by Reliant with any treaty or any of its Affiliates national, regional or local laws, including judicial and administrative rules and directives, and including all Losses arising out of claims of third parties due to or such laws relating to any voluntary or involuntary recall environmental liabilities. 2.3.15 All other liabilities and obligations of the Product sold prior Seller of any nature, past, present or future, fixed or contingent, disclosed or undisclosed, now existing or hereafter arising, that are not expressly assumed by the Buyer pursuant to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementBuyer will not assume any Liabilities of Seller (such unassumed Liabilities, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, includingin no event shall Buyer assume or incur any Liability in respect of, without limitationand Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following liabilities and obligations Liabilities of ReliantSeller: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior Liabilities for (i) Taxes relating to the Business or the Purchased Assets for any Pre-Closing DateTax Period and (ii) Taxes of Seller or any Affiliate of Seller (other than Seller Subsidiaries); (b) all liabilities Liabilities in respect of the Excluded Contracts and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentother Excluded Assets; (c) all Losses product Liability and similar claims for damages or injury to person or property and claims of infringement of Intellectual Property Rights, regardless of when made or asserted, which arise out of or are based upon any events occurring or actions taken or omitted to be taken by Seller, or otherwise arising out of claims of third parties due to or incurred in connection with the use or sale conduct of the Product (whether Business, on or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to before the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Pre-Closing DateEnvironmental Liabilities; (e) subject all Indebtedness of the Business (other than Indebtedness included in the Assumed Liabilities); (f) to Section 7.5the extent permitted by Law, all obligations for replacements ofLiabilities relating to any Person who is or was an employee of Seller, or refunds for Product, whether or not bearing Reliant’s name or including any Reliant Brand, distributed by Reliant or any of its Affiliates on or Person whose employment with the Business was terminated prior to the Closing Date(current or former) (“Seller Employees”) and their dependents; (g) all Liabilities relating to current or former Benefit Plans of Seller and its ERISA Affiliates; (h) all Liabilities arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including Taxes and fees and expenses of counsel, accountants and other experts; (i) any Liabilities arising from the consulting relationship with Harrowand S.L., including any accounts payable and any costs, fees or damages associated with any litigation related thereto (as described in Section 4.19(a) of the Seller Disclosure Schedule). (j) any Liabilities relating to CTC, CTC’s Subsidiaries or CTC’s Affiliates (other than Seller and Seller Subsidiaries); and (fk) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyall other Liabilities not expressly assumed in Section 2.3 hereof.

Excluded Liabilities. Notwithstanding anything Except for the Assumed Liabilities, Buyer shall not assume and under no circumstances shall Buyer be obligated to the contrary in this Agreement, the Purchaser shall not, at the Closing pay or at any time thereafter, assume or agree to pay, perform or dischargeassume, and Reliant neither the Assets nor any other assets of Buyer shall remain be or become liable for and shall payor subject to any liability, perform and discharge (indebtedness, commitment, or cause to be paidobligation of Sellers, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute fixed or contingent, whether liquidated recorded or unliquidated and whether due unrecorded, currently existing or to become due) other than the Assumed Liabilities hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of ReliantExcluded Liabilities: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Dateany debt, obligation, expense or liability of Sellers that is not an Assumed Liability; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant claims or potential claims for medical malpractice or general liability arising from events that occurred prior to the Nizatidine Supply Agreement AssignmentEffective Time; (c) all Losses arising out of those claims of third parties due to the use or sale of the Product and obligations (whether or not defectiveif any) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Datespecified in Schedule 1.4 hereto; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant any liabilities associated with or arising out of any of its Affiliates prior to the Closing DateExcluded Assets; (e) subject to Section 7.5, all liabilities or obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or Sellers in respect of periods prior to the Closing Date; andEffective Time arising under the terms of the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or other third party payor programs, and any liability arising pursuant to the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) any obligations liability or obligation of Reliant Sellers for Taxes, including, without limitation, (i) any Taxes arising under this Agreementas a result of Sellers’ operation of the Hospital or ownership of the Assets prior to the Effective Time, including (ii) any property Taxes which are the obligation of Sellers pursuant to Section 1.9, and (iii) any representationliability of Sellers for the unpaid Taxes of any individual, warranty entity or covenant hereunderother party under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or from foreign law), as a transferee or successor, by contract, or otherwise; (g) liability for any and all claims by or on behalf of Sellers’ employees relating to periods prior to the consummation Effective Time including, without limitation, liability for any severance payments, pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim (provided, however, that this clause (g) shall not apply to any and all employee benefits constituting Assumed Liabilities); (h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, Sellers or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time; (i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, their Affiliates or their directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation, interpretation or order of any Governmental Entity (as defined in Section 3.8); (j) liabilities or obligations arising as a result of any breach by Sellers at any time of any contract or commitment that is not assumed by Buyer; (k) liabilities or obligations arising out of any breach by Sellers prior to the Effective Time of any Contract; (l) any recoupment with respect to periods prior to Closing in connection with audits performed by Zone Program Integrity Contractors, Medicare Recovery Audit Contractors, or other contractors or auditors pursuant to authority delegated by The Centers for Medicare and Medicaid Services (“CMS”), the OIG, or state agencies; (m) any liabilities or obligations relating to information requests, proceedings, subpoenas or production requests brought or made by third parties with respect to the compliance prior to Closing of any of the Assets (to the extent such Assets are not modified, altered or reconstructed after the Closing) with the requirements of the Americans with Disabilities Act, as amended, and Section 504 of the Rehabilitation Act of 1973; (n) any liabilities or obligations relating to or arising from any Environmental Condition relating to any of the Assets occurring or in existence prior to the Closing or any noncompliance by Sellers, or any Affiliate of Sellers, with respect to any Environmental Law; and (o) any debt, obligation, expense, or liability of Sellers arising out of or incurred solely as a result of any transaction contemplated herebyof Sellers occurring after the Effective Time or for any violation by Sellers of any law, regulation, or ordinance at any time. Sellers hereby acknowledge and agree that they are retaining, and are liable for, the Excluded Liabilities, and shall pay, discharge and perform all such Excluded Liabilities promptly when due.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, Buyer shall not pursuant to this Agreement or otherwise assume, or otherwise be responsible for, any Liabilities of the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Sellers that are not Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, including the following liabilities and obligations of Reliantfollowing: (a) all liabilities and obligations required to be performed under Liabilities arising out of the Assigned Contracts and Orders ownership, use or operation of the Business or the Acquired Assets prior to the Closing DateClosing, including all Liabilities for infringement, misappropriation or violation of any third party Intellectual Property or other rights relating to the operation of the Business or the ownership, use or license of the Acquired Intellectual Property prior to the Closing; (b) any and all liabilities and obligations Liabilities of Reliant under any Seller, whether arising before, on or after the Nizatidine Supply Agreement not assumed by Purchaser pursuant to date hereof, resulting from or arising out of the Nizatidine Supply Agreement Assignmentpast, present or future ownership or use of any of the Excluded Assets; (c) all Losses arising out of claims of third parties due to the use or sale Liabilities of the Product (whether Sellers to any current or not defective) sold prior former equityholder of the Sellers, including any Liability to the Closing Date by Reliant distribute to any such equityholder or otherwise apply all or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall part of the Product sold prior to the Closing DatePurchase Price; (d) subject to Sections 7.3(dall Liabilities in respect of any Action against the Sellers (i) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates which shall have been asserted prior to the Closing Dateor (ii) the basis of which shall have arisen out of, is related to or is in respect of periods prior to the Closing; (e) subject all Indebtedness of any Seller; (f) all Liabilities for (i) any Taxes of the Sellers (other than (a) Taxes imposed on the Acquired Assets with respect to a Post-Closing Tax Period, or (b) TSM Taxes attributable to the TSM Pre-Closing Tax Period for which Buyer is liable under the Marketing Agreement), including any Liability of any Seller for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise, (ii) any Taxes with respect to the Pre-Closing Tax Period as a result of the operation of the Business or ownership or use of the Acquired Assets, including for the avoidance of doubt but not limited to, occupancy taxes or any taxes imposed on or related to providing, facilitating or otherwise involving the provision of hotel or room accommodations, lodging, or other similar services by any Governmental Authority, and including the Property Taxes allocated to the Sellers pursuant to Section 7.55.3(c), but excluding any TSM Taxes attributable to the TSM Pre-Closing Tax Period for which Buyer is liable under the Marketing Agreement, (iii) any TSM Taxes attributable to the TSM Pre-Closing Tax Period for which a Seller is liable under the Marketing Agreement, (iv) any Transfer Taxes required to be paid by any Seller pursuant to Section 5.3(h) and (v) any Taxes that result from the sale of the Acquired Assets; (g) all obligations for replacements intercompany payables of the Sellers; (h) all accounts payable of the Sellers; (i) all Liabilities arising out of or relating to the refund, adjustment, allowance, rebate or exchange in respect of, any product marketed or refunds for Productsold or service performed by any Seller, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or arising prior to the Closing DateClosing; (j) all Liabilities for or otherwise relating to any fees, costs and expenses (including fees, costs and expenses of legal counsel, accountants, investment bankers, brokers or other Representatives and appraisal fees, costs and expenses) incurred or payable by any Seller in connection with the negotiation and execution of this Agreement and the Ancillary Agreements, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby (including any such amounts required to be paid to any third party in connection with obtaining any consent, waiver or approval required to be obtained in connection with the consummation of the transactions contemplated hereby or thereby), in each case irrespective of whether any such fees, costs and/or expenses have been billed prior to the date hereof or will become payable or be billed on or after the date hereof; (k) all Liabilities relating to or arising in connection with any Default under any Assumed Contract occurring prior to the Closing; (l) all Excluded Employee Liabilities; and (fm) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyLiabilities set forth on Schedule 1.4(m).

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall paybe deemed not to have assumed any Liabilities of Seller of whatever nature, perform and discharge (whether presently in existence or cause to be paidarising hereafter, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute disputed or undisputed, contingent or non-contingent, whether liquidated or unliquidated and whether due unliquidated, or to become due) otherwise, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, includingPurchaser shall not be obligated to assume, without limitationdoes not assume, and hereby disclaims all the Excluded Liabilities, including the following liabilities and obligations Liabilities of Reliant:any of Seller or of any predecessor or Affiliate of Seller, whether incurred or accrued before or after the Petition Date or the Closing (for the avoidance of doubt, except to the extent included in the Assumed Liabilities): (a) all liabilities and obligations required to be performed under Taxes of Seller, including Taxes imposed on Seller, including all sales Taxes collected by Seller in connection with the Assigned Contracts and Orders prior to pre-Closing operation of the Closing DateBusiness, other than as expressly set forth hereunder; (b) all liabilities Liabilities of Seller relating to legal services, accounting services, financial advisory services, investment banking services or any other professional services (“Professional Services”) performed in connection with this Agreement and obligations any of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmenttransactions contemplated, hereby, and any pre-Petition or post-Petition Claims for such Professional Services; (c) all Losses Liabilities arising out of claims of third parties due to the use of, relating to, or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating with respect to any voluntary Seller Benefit Plan, subject to ERISA or involuntary recall otherwise (including any Liabilities related to any Seller Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of the Product sold prior ERISA) that is subject to the Closing DateSection 302 or Title IV of ERISA or Code Section 412), irrespective of whether such Liabilities are incurred, recognized, paid or made, as applicable, on, before or after Closing; (d) subject except to Sections 7.3(d) and 7.7the extent expressly assumed by Purchaser pursuant to Section 2.3, all Government Rebates and Charges and Discounts Liabilities or claims arising out of, relating to or with respect to (i) the employment or performance of services for, or termination of employment or services for, or potential employment or engagement for Product distributed by Reliant the performance of services for, Seller (or any predecessor) of its Affiliates prior to any individual Person (including the Closing Date; (eTransferred Employees) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant BrandPerson acting as a professional employer organization, distributed by Reliant employee leasing company or any of its Affiliates providing similar services on or prior to the Closing Date(including as a result of the transactions contemplated by this Agreement), including Liabilities or claims for workers’ compensation, overtime, severance (including statutory severance), separation, termination, or notice pay or benefits (including under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and Section 4980B of the Code), Liabilities of Seller pursuant to the WARN Act (and Seller shall cause to be filed and delivered all notices in respect thereof) as a result of any transaction contemplated by this Agreement, or any form of accrued or contingent compensation (including leave entitlements), or (ii) any Seller Benefit Plan, irrespective in each case of whether such Liabilities or claims are incurred, recognized, paid or made, as applicable, on, before or after Closing; (e) all Liabilities relating to Excluded Assets; (f) all accounts payable and other amounts payable of Seller owed by it to any Affiliate; (g) all Liabilities of Seller in respect of the Business or the Purchased Assets arising as a result of any action initiated at any time, to the extent in any way related to matters or circumstances occurring or existing prior to the Closing; (h) all Liabilities of Seller in respect of indebtedness; (i) all Liabilities arising in connection with any violation of any applicable Law or Order relating to the period prior to the Closing by Seller; (j) any Liabilities arising under any escheatment, abandoned property or similar Law with respect to the Assumed Liabilities or which otherwise remain with Seller; (k) all Cure Amounts and Employee Costs in excess of the Cap Amount up to and including the Excess Cure Cap Amount, and all Cure Amounts in respect of any Rejected Executory Contract or Rejected Real Property Lease; (l) all Liabilities of Seller pursuant to the WARN Act or similar state and local Law (and Seller shall cause to be filed and delivered notices in respect thereof), or in connection with any pre-Closing non-compliance of Seller or the Business with (and claims that have been or may be made there against under any pending action in connection with) any Laws relating to wages, hours, pay equity, employment equity, conditions of employment, employment standards, human rights, employee privacy, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding Taxes and/or social security Taxes and contributions and any similar Tax or contribution; and (fm) any obligations other Liability of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from Seller that is not expressly included among the consummation of the transaction contemplated herebyAssumed Liabilities.

Excluded Liabilities. Notwithstanding anything to Except for the contrary in this AgreementAssumed Liabilities, the Purchaser shall not, at the Closing or at any time thereafter, not assume or agree to payin any way be responsible for any other obligations or liabilities of Seller. Without limiting the generality of the foregoing, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliantwill not include: (a) all expenses, obligations and liabilities of Seller arising from, relating to or associated with the operation of the Business through the Closing (whether or not payable before, at or after the Closing); (b) except to the extent set forth in Section 1.10, any liability for (i) Taxes, including (i) Taxes arising as a result of Seller’s operation of its business or ownership of the Acquired Assets prior to the Closing, (ii) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement, and obligations required (iii) any employment Taxes paid or to be performed under the Assigned Contracts and Orders paid by Seller that relate to periods on or prior to the Closing Date; (bc) all liabilities and obligations any liability under any Contract that is not an Assigned Contract including any liability arising out of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant or relating to the Nizatidine Supply Agreement AssignmentSeller’s credit facilities, any security interest related thereto, or any warranty claim; (cd) all Losses any liability relating to Benefit Plans; (e) any obligation of Seller under this Agreement or any other agreement, document or instrument entered into by Seller pursuant to this Agreement, including any liability of Seller for expenses incurred by Seller or its Affiliates in connection with this Agreement and any liability of Seller for any bonuses, commissions, or incentive payments paid or payable to any Person by reason of the consummation of the transactions contemplated hereby; (f) the Seller Expenses; (g) any Indebtedness not otherwise an Assumed Liability; (h) any liability arising out of claims any action, arbitration, claim, proceeding or litigation of third parties due to the use or sale of the Product any nature (whether or not defectivedisclosed and regardless of the date on which such action, arbitration, claim, proceeding or litigation is commenced) sold prior against Seller (including those pending as of Closing), or relating to the pre-Closing Date by Reliant or operation of the Business, even if commenced after Closing; (i) any of its Affiliates and all Losses Environmental Liability; (j) any liability to the extent arising out of claims Seller’s noncompliance with any Law, Order of third parties due to any Governmental Authority or relating to any voluntary or involuntary recall of the Product sold Legal Requirement prior to the Closing Date; (dk) subject any liability to Sections 7.3(d) and 7.7the extent arising out of the failure of Seller to comply with any agreement, all Government Rebates and Charges and Discounts for Product distributed by Reliant Contract, lease, license or any of its Affiliates other commitment prior to the Closing Date; (el) subject any liability for wages, remuneration, compensation (including any equity grants, bonuses or commissions due any employee arising in connection with the transactions contemplated hereby), benefits, severance or other accrued obligations (i) associated with any current or former employee, consultant, director or other service provider of Seller or any Affiliate of Seller who does not become a Transferred Employee (or any dependent or beneficiary thereof), and (ii) with respect to Section 7.5any Transferred Employee, all obligations for replacements ofarising solely in connection with his or her service to Seller or any Affiliate of Seller prior to the date hereof; (m) any claim of an unfair labor practice, or refunds for Productany claim under any state unemployment compensation or worker's compensation Law or regulation or under any federal or state employment Law or other Law or regulation relating to employment, whether discrimination, classification or other matters relating to current or former employees, consultants, directors or other service providers (including any service providers), in any case, with respect to (i) any individual who does not bearing Reliant’s name become a Transferred Employee (or any Reliant Branddependent or beneficiary thereof), distributed by Reliant and (ii) any Transferred Employee, arising solely in connection with his or her service to Seller or any Affiliate of its Affiliates on the Seller prior to the Closing; (n) any liability of Seller based upon Seller’s acts or omissions occurring after the Closing; (o) any liability to distribute to or otherwise apply to any of Seller's stockholders all or any part of the consideration received hereunder; (p) any liability relating to or arising out of a Data Security Incident or commencing prior to the Closing, regardless of whether the Data Security Incident is discovered prior to the Closing Dateand regardless of whether the Data Security Incident is ongoing after the Closing; and (fq) any obligations of Reliant liabilities relating to or arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation out of the transaction contemplated herebyExcluded Assets. Liabilities of Seller that are not Assumed Liabilities are herein referred to collectively as the “Excluded Liabilities”. Seller will maintain sole responsibility of, and solely shall retain, pay, perform, and discharge, all Excluded Liabilities of Seller when due.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, except for the Purchaser Assumed Liabilities expressly assumed in Section 2.3, the Buyer shall notnot assume, at the Closing or at otherwise be responsible for, any time thereafterLiabilities of any Seller or any of their respective Affiliates, assume whether liquidated or agree to payunliquidated, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute arising out of occurrences prior to, at or contingent, whether liquidated or unliquidated and whether due or to become due) other than after the Assumed Liabilities Closing Date (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliantwhich Excluded Liabilities shall include: (a) all liabilities any Liability of any Seller that arises out of or relates to any Excluded Assets (for the avoidance of doubt, the Parties agree that any Liabilities of Marnac and obligations required to be performed KDL Japan under the Assigned Contracts Shionogi License Agreement shall remain the Liabilities of Marnac and Orders prior to the Closing DateKDL Japan and are Excluded Liabilities); (b) all liabilities and obligations any Liability of Reliant any Seller under the Nizatidine Supply Agreement not assumed by Purchaser or with respect to any Contract (other than an Assumed Contract pursuant to the Nizatidine Supply Agreement AssignmentSection 2.3(a)); (c) all Losses any Liability of any Seller arising out of claims of third parties due or related to the use any Action asserted on or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant against any Seller, or against or in respect of any of its Affiliates and all Losses arising out of claims of third parties due to Purchased Asset or relating to any voluntary or involuntary recall the conduct of the Product sold Business, or the basis of which shall have arisen on or prior to the Closing Date; (d) subject any Liability arising from any injury to Sections 7.3(d) and 7.7or death of any Person or damage to or destruction of any property, all Government Rebates and Charges and Discounts for Product distributed by Reliant whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or services performed by or on behalf of its Affiliates any Seller or any other Person on or prior to the Closing Date; (e) subject any Liability of any Seller arising out of or relating to Section 7.5, all obligations for replacements of, the ownership or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any operation of its Affiliates on or the Purchased Assets and/or the Product Business prior to the Closing, including any claims, obligations, rebates or litigation arising out of or relating to events or conditions occurring prior to Closing Date; andor Products sold by any Seller prior to Closing; (f) any obligations Liability to the extent arising out of Reliant arising under this Agreement, including or as a result of the conduct of any business of the Sellers and their respective Affiliates other than those liabilities expressly assumed herein pursuant to Section 2.3; (g) any representationLiability arising out of or relating to any finder’s fee, warranty brokerage fee, commission or covenant hereunder, similar payment in connection with any Seller’s entry into this Agreement or from the consummation of the transaction transactions contemplated hereby, including any of the Contracts listed on Section 4.9 of the Sellers Disclosure Schedule; and (h) any Liability of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for any Tax, and any Liability for Taxes attributable to the Purchased Assets or the Product Business for any Pre-Closing Tax Period.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, not be obligated to assume or agree to payperform or discharge any Liability of Seller, any ERISA Affiliate or any Employee Plan (such other Liabilities being referred to as “Excluded Liabilities”) other than the Assumed Liabilities. Without limiting the foregoing, Seller shall retain and be responsible for, and Purchaser shall not be obligated to assume or to perform or discharge, and Reliant shall remain liable for and shall paydoes not assume or perform or discharge, perform and discharge any Liability of Seller, any ERISA Affiliate or any Employee Plan at any time arising from or otherwise attributable to: (or cause to be paid, performed and dischargedi) when due, all liabilities and obligations any Liability of Reliant Seller relating to the Product and the Product Line Operations (whether known Business that arises on or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to before the Closing DateDate and is not specifically assumed by Purchaser; (bii) all liabilities and obligations any Liability of Reliant under the Nizatidine Supply Agreement Seller relating to real property leases or Facilities not specifically assumed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentSection 10.2; (ciii) all Losses arising out of claims of third parties due any Liability relating to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateExcluded Assets; (div) subject any Liability of Seller relating to Sections 7.3(d) and 7.7Seller’s execution, all Government Rebates and Charges and Discounts for Product distributed by Reliant delivery or performance of this Agreement or any of its Affiliates prior to the Closing Datedocument contemplated by this Agreement; (ev) subject to Section 7.5all Liabilities of Seller for all Cure Costs; (vi) any outstanding bids, all obligations for replacements ofpurchase orders, customer credits, customer deposits or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior lay away purchases to the Closing Dateextent not included in Section 2.1; (vii) any transfer Taxes with respect to the transactions contemplated by this Agreement; (viii) any Environmental, Health and Safety Liability of Seller; (ix) any Employee Plan Liability; and (fx) any obligations Professional Fees or brokerage fees of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebySeller.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than Buyer is assuming only the Assumed Liabilities from the Retained Entities and is not assuming any other Liability of any of the Retained Entities of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by and remain Liabilities of the Retained Entities (all such Liabilities not being assumed being herein referred to collectively as the “Excluded Liabilities”), including, without limitation, including the following liabilities and obligations of Reliantfollowing: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior Liabilities to the Closing Dateextent based upon, relating to or arising from the operation or conduct of the Retained Businesses; (b) all liabilities and obligations of Reliant under Liabilities retained by the Nizatidine Supply Agreement not assumed by Purchaser Retained Entities pursuant to the Nizatidine Supply Agreement AssignmentArticle VII; (c) all Losses arising out of claims of third parties due to the use or sale outstanding Indebtedness of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates Retained Entities and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall liabilities of the Product sold prior to the Closing DateRetained Entities that would constitute Net Working Capital if held by a Transferred Entity; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing DateRetained Fiduciary Accounts Payable; (e) (i) all Liabilities in respect of Title IV of ERISA, including any Liabilities with respect to any plan, policy, agreement or arrangement which is subject to Section 7.5, all obligations for replacements ofTitle IV of ERISA, or refunds for Producton account of any violation of COBRA and (ii) all Liabilities related to, whether arising from or not bearing Reliant’s name in connection with all Seller Employee Plans and any other plan, scheme, program, policy, practice, agreement, arrangement or contract which any Reliant Brand, distributed by Reliant Seller or any of its their respective Affiliates on sponsors or prior maintains or with respect to which any Seller or any of their respective Affiliates contributes, is a party or has any liability (other than any Assumed Employee Plan to the extent related to the Transferred Employees or any participants in Assumed Employee Plans who are former employees of any Transferred Entity); (f) all Taxes arising out of, relating to or in respect of the Transferred Assets or the Businesses for all Pre-Closing DateTax Periods and any Taxes for which Sapphire is responsible pursuant to Section 9.02(c) and Article VI; (g) all obligations of Sellers and their Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finders’ fees or commission relating to the Transaction; (h) any intercompany accounts payable between the Retained Businesses on the one hand and the Business on the other hand (other than intercompany accounts payable arising as a result of ordinary course commercial services (other than those with a maturity date longer than one year from the date of invoice)); (i) any all guarantees, letters of credit, letters of comfort, bonds (including customs, bid and performance bonds), sureties and other credit support or assurances to the extent provided in support of any obligation of the Retained Businesses or the Retained Entities; and (fj) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyall Specified E&O Liabilities.

Excluded Liabilities. Notwithstanding anything to Buyer is assuming only the contrary Assumed Liabilities and is not assuming any other liability or obligation of Seller or its Subsidiaries of whatever nature, whether presently in this Agreement, the Purchaser existence or arising hereafter. All such other liabilities and obligations shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, be retained by and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating Seller and/or its Subsidiaries, as applicable (all such liabilities and obligations not being assumed being herein referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (as the “Excluded Liabilities”). Excluded Liabilities include, but are not limited to, the following: (a) any liability or obligation of Seller or any of its Subsidiaries for personal injury or tort, or similar causes of action, to the extent arising out of, associated with, relating to, or incurred in connection with the ownership of the Purchased Assets or the operation of the Business prior to the Closing; provided that the foregoing shall not include any such liabilities or obligations arising under or relating to any Environmental Matters (other than as provided in Section 2.04(d)); (b) any liability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes (including liabilities for Taxes allocated to Seller under Article 8 and except to the extent explicitly assumed in Section 2.03); provided that Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and Apportioned Obligations shall be borne and paid in the manner set forth in Section 8.01 hereof; (c) any liability or obligation to the extent associated with or relating to an Excluded Asset (including any liability incurred in connection with Seller’s removal of the Excluded Assets); (d) Excluded Environmental Liabilities; (e) all of Seller’s or its Subsidiaries’ obligations arising under any outstanding payable arising prior to Closing between the Seller or any of its Subsidiaries in respect of the Business, on the one hand, and Seller or any Affiliate of the Seller in respect of any other business, division, group or function, on the other hand; (f) except as provided in Section 2.03(h) or Section 2.03(i), all liabilities and obligations with respect to, or relating to, the Business Employees or any current or former employee of Seller or its Affiliates (including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under arising from any Transferred Employee’s employment by Seller or its Affiliates or the Assigned Contracts termination of such employment and Orders prior to including all Retained Union Employee Benefit Liabilities); provided, that the Closing Date;foregoing liabilities and obligations shall not include any Assumed Environmental Liabilities; and (bg) except as provided in Section 2.03(i), all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use with respect to, or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant relating to, any Employee Plan or any of other pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other employee benefit plan relating to Seller, its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary their respective current or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements offormer employees, or refunds for Product, whether under or not bearing Reliant’s name with respect to which Seller or its ERISA Affiliates have or may have any Reliant Brand, distributed by Reliant obligation or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyliability.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, Buyer shall assume only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of Xxxxxxx, WTGS TV, the Purchaser shall notSeller or any of their Affiliates of whatever nature, at the Closing whether presently in existence or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Reliant relating Xxxxxxx, WTGS TV, the Seller or its Affiliates pursuant to the Product terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or obligations not being assumed being herein referred to become due) other than the Assumed Liabilities (as the “Excluded Liabilities”), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (a) any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, or Real Property Lease required by the terms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any liability or obligation for which the Xxxxxxx, WTGS TV, LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) the liability related to the Indebtedness of the Xxxxxxx, WTGS TV, LIN Companies, Seller or any of their Affiliates, including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Dateas set forth on Schedule 2.04(c); (d) subject any liability or obligation relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or arising out of any of its Affiliates prior to the Closing DateExcluded Assets; (e) subject any liability with respect to Section 7.5, all obligations for replacements of, or refunds for Product, whether or Excluded Employees and Employees who are not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; andTransferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of Reliant arising under this Agreementthe Station, including pursuant the owning or holding of the Station Assets, prior to the Effective Time (excluding any representationliability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, warranty retention, performance or covenant hereunder, stay bonus or from any other compensation payable in connection with the consummation of the transaction transactions contemplated herebyhereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent arising from or related to the period prior to the Effective Time; and (k) any liability of the Xxxxxxx, WTGS TV, LIN Companies, Seller under this Agreement or any document executed in connection therewith, including the Ancillary Agreements.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyers shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of Sellers or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known their Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller Parent shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) all trade accounts payable of Sellers to third parties in connection with the Business that remain unpaid as of the Closing Date, regardless of whether they are reflected on the Interim Balance Sheet or arose in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date; (b) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, the following liabilities fees and obligations expenses of Reliant:counsel, accountants, consultants, advisers and others; (ac) all liabilities any Liability for (i) Taxes of Sellers or any Affiliate of Sellers, (ii) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; and obligations required (iii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Sellers pursuant to be performed under Section 6.13; (d) any Liabilities relating to or arising out of the Assigned Contracts and Orders Excluded Assets; (e) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (bf) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any product Liability or similar claim for injury to a Person or property to the Nizatidine Supply Agreement Assignment; (c) all Losses extent arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary facts, circumstances or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates conditions existing on or prior to the Closing which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Sellers, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products manufactured or sold or any service performed by Sellers; (g) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Sellers to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing; (h) any Liabilities of Sellers arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Sellers; (i) any Liabilities of Sellers for any present or former employees, officers, directors, retirees, independent contractors or consultants of Sellers, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, workers’ compensation, severance, retention, termination or other payments; (j) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Sellers; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to a Seller on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to a Buyer pursuant to this Agreement; (l) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Sellers (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Licenses, (i) which are not validly and effectively assigned to a Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (ii) to the extent such Liabilities arise out of or related to a breach by a Seller of such Contracts prior to Closing; (n) any Liabilities for actual or alleged infringement of Intellectual Property that relates to (i) the Products sold or shipped by Sellers prior to the Closing Date, (ii) the Legacy Products; including any Liabilities to indemnify Business’ customers pursuant to a Contract, arising out of or in connection with “In re Matter of Certain Optoelectronic Devices, Components Thereof, and Products Containing Same, Investigation No. 337-TA-669” or Avago Technologies Fiber IP (Singapore) Pte Ltd. v. EMCORE Corporation, No. 3:08-cv-05394 (N.D. Cal. filed December 1, 2008) or (iii) U.S. Patent No. 5,359,447, regardless of whether such Liability accrues before or after the Closing and under an Assigned Contract or an Excluded Contract; (o) any Liabilities associated with debt, loans or credit facilities of Sellers and/or the Business owing to financial institutions; (p) any Liabilities arising out of, in respect of or in connection with the failure by Sellers or any of its Affiliates to comply with any Law or Governmental Order; (q) Liabilities associated with any Benefit Plan, or any assets held in trust or otherwise relating to any Benefit Plan or the funding thereof; any insurance policy, contract, trust, third party administrator contract or other funding arrangement for any Benefit Plan; any monies held by Seller Parent or its Affiliates in any account dedicated to the payment of benefits or insurance premiums relating to any Benefit Plan, or Seller Parent’s or any Affiliate’s rights to any such assets, contracts or monies; and (fr) any obligations Liabilities arising out of, in respect of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from in connection with the consummation closure of Seller’s offices used for the transaction contemplated herebyBusiness in Taiwan.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable except for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities specifically described in Section 2.3 (it being understood that if a Liability could be construed to be described in both Section 2.3 and Section 2.4, then it shall be deemed an Excluded Liability), Purchaser shall not assume or be liable for, and shall be deemed not to have assumed or be liable for, any of the Liabilities of the Sellers (collectively, the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliantwhich Excluded Liabilities include: (a) all liabilities and obligations required to be performed under the Assigned Liabilities arising out of Excluded Assets, including Contracts and Orders prior to the Closing Datethat are not Assumed Contracts or Assumed Executory Contracts; (b) all liabilities and obligations except for the Assumed Liabilities described in Schedule 2.3(d), Liabilities (whether known or unknown) arising from the sale of Reliant under Products of Inventory prior to the Nizatidine Supply Agreement not assumed by Purchaser Closing, whether pursuant to the Nizatidine Supply Agreement Assignmentproduct warranties, product recalls, returns and rebates or otherwise; (c) except as provided in Article IX, all Losses Liabilities with respect to all employee benefit plans, policies, agreements and arrangements of the Sellers and their Affiliates, including all Employee Plans, and any Liability to or in respect of, or arising out of claims of third parties due to or in connection with, the use or sale employment by any of the Product (whether Sellers or not defective) sold prior to the Closing Date by Reliant or cessation of employment with any of its Affiliates and all Losses arising out the Sellers of claims any employees or independent contractors or former employees or independent contractors of third parties due to or relating to any voluntary or involuntary recall of the Product sold Sellers, including any severance obligations that arise on or prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7except for the Assumed Liabilities described in Schedule 2.3(d), all Government Rebates and Charges and Discounts Liabilities for Product distributed by Reliant or any (i) Taxes of its Affiliates prior Sellers (including all Liabilities for Taxes relating to the Purchased Assets) for any Tax periods (or portions thereof) ending on or before the Closing DateDate and (ii) Transfer Taxes; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any Liabilities incurred in the Ordinary Course of its Affiliates on or Business and existing prior to the Closing Date; andfiling of the Chapter 11 Cases that are subject to compromise under the Bankruptcy Code (the “Compromised Liabilities”); (f) any obligations Debt of Reliant Sellers; (g) all Liabilities relating to amounts required to be paid by Sellers hereunder; (h) all Liabilities associated with brokers, finders or other consultants or advisors to Sellers entitled to a fee or reimbursement of expenses with respect to this transaction; and (i) all other Liabilities, accrued expenses, accounts payable of Seller arising under this Agreementfrom or associated with the Business or the Permits arising from events, including pursuant facts or circumstances occurring before the Closing, except to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyextent expressly identified as an Assumed Liability.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementNeither Buyer nor any of its Affiliates shall assume any Liabilities of Seller (such unassumed Liabilities, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, includingin no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, without limitationand Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following liabilities and obligations Liabilities of ReliantSeller: (a) all liabilities and obligations required to be performed Liabilities under the any Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to Contract that arise after the Closing Date by Reliant or any of its Affiliates and all Losses arising but that arise out of claims of third parties due to or relating relate to any voluntary failure to perform, improper performance, warranty or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7other breach, all Government Rebates and Charges and Discounts for Product distributed by Reliant default or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates violation that occurred on or prior to the Closing Date, including any failure to comply with or any violation of any Law by Seller or its Affiliates; (b) all Liabilities for Taxes of the Seller (including, for the avoidance of doubt, any Taxes of Affiliates of the Seller for which the Seller is liable pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Law) including (i) any Taxes of the Seller arising as a result of Seller’s operation of its business or ownership of the Purchased Assets on or prior to the Closing Date, (ii) any Taxes of the Seller that will arise as a result of the sale and transfer of the Purchased Assets pursuant to this Agreement (other than any such Taxes as Buyer has agreed to bear as provided in Section 7.5(a)), and (iii) any deferred Taxes of any nature; (c) all Liabilities of Seller under the Seller Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s employees or former employees or both; and (fd) all Liabilities of Seller under any obligations employment, severance, retention or termination agreement with any employee of Reliant arising under this Agreement, including pursuant to Seller or any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyits Affiliates.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser Buyer shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant the Seller shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant the Seller relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “"Excluded Liabilities”"). All liabilities and obligations of the Product Line Operations not being expressly assumed by the Buyer under this Agreement shall be retained by the Seller and are included in Excluded Liabilities. The Excluded Liabilities, including, include without limitation, limitation the following liabilities and obligations of Reliantthe Seller and the Product Line Operations: (ai) all liabilities and obligations required to be performed on or prior to the Closing Date under the Assigned Contracts, if any; (ii) all liabilities and obligations to be performed under the Assigned Excluded Contracts and Orders any other contracts to which the Seller is a party other than the Assigned Contracts; (iii) all liabilities and obligations under the Registrations to the extent to be performed on or prior to the Closing Date; (biv) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary product liability claim, including without limitation injury to or involuntary recall death of persons or damage to or destruction of property, relating to the Product Phos-Lo Products sold on or prior to the Closing Date; (dv) subject all liabilities and obligations with respect to Sections 7.3(d) and 7.7the Wholesaler Charges, all Government Rebates and the Rebate Charges and Discounts for Product distributed by Reliant Discounts; (vi) all liabilities and obligations arising out of or relating to the replacement or return of, or any claim for breach of its Affiliates warranty in respect of or refund of the purchase price of, the Phos-Lo Products sold on or prior to the Closing Date; (evii) subject all Environmental Liabilities of the Seller or its predecessors relating to Section 7.5the Product Line Operations; (viii) except as otherwise expressly provided herein, all costs and expenses incurred by the Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (ix) all liabilities and obligations for replacements ofin respect of any Excluded Assets; (x) any obligations of the Seller to indemnify any Person in connection with the operation of the Product Line Operations by reason of the fact that such Person was a director, officer or refunds for Productemployee of the Seller or was serving at the request of the Seller as a partner, trustee, director, officer or employee of another entity, whether arising under contract, common law or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Dateotherwise; and (fxi) any obligations of Reliant except as set forth in Section 10.17, all Tax liabilities arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation out of the transaction contemplated herebyconduct of the Product Line Operations on or before the Closing Date.

Excluded Liabilities. Notwithstanding anything to the contrary any provision in this Agreement, Buyer is assuming only the Purchaser shall notAssumed Liabilities and is not assuming any other liability or obligation of Seller or any of its Affiliates of whatever nature, at the Closing whether presently in existence or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Reliant relating Seller (all such liabilities and obligations not being assumed being herein referred to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (as the “Excluded Liabilities”), includingand, without limitationnotwithstanding anything to the contrary in Section 2.03, none of the following liabilities and obligations shall be Assumed Liabilities for the purposes of Reliantthis Agreement: (a) all liabilities and obligations any liability or obligation under or with respect to any Assumed Contract, Permit, Governmental Order, Real Property Lease or Lease required by the terms thereof to be performed under the Assigned Contracts and Orders discharged prior to the Closing DateEffective Time and/or as set forth on Disclosure Schedule Section 2.04(a); (b) all liabilities and obligations any liability or obligation for which Seller or a High Plains Entity has already received or will receive the partial or full benefit of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant asset to which such liability or obligation relates, but only to the Nizatidine Supply Agreement Assignmentextent of such benefit received; (c) all Losses arising out of claims of third parties due the liability related to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateIndebtedness, including without limitation as set forth on Disclosure Schedule Section 2.04(c); (d) subject any liability or obligation relating to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or arising out of any of the Excluded Assets or any of its Affiliates prior Employee Plan (other than an Employee Plan included as a Purchased Asset pursuant to the Closing DateSection 2.01(c)); (e) subject any Tax liability or obligation (except as expressly provided in Section 2.09(b) or Section 9.02) related to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Pre-Closing Date; andTax Periods; (f) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller or a High Plains Entity or any direct or indirect Subsidiary thereof, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (g) the liabilities and obligations arising with respect to the operation of Reliant arising the Business, including the Purchased Assets, prior to the Effective Time (excluding any liability or obligation expressly assumed by Buyer hereunder), including without limitation, any liability relating to the matter disclosed on Disclosure Schedule Section 2.04(g); (h) any liability of Seller under this AgreementAgreement or any document executed in connection therewith, including pursuant the Ancillary Agreements; and (i) any liability or obligation relating to or arising out of any stay-bonus, severance payments or similar payments made or owed to any representation, warranty Employee prior to Closing or covenant hereunder, related to or from the consummation arising out of the transaction transactions contemplated hereby.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Assumed Liabilities shall notnot include, at the Closing or at any time thereafterand in no event shall Buyer assume, assume or agree to pay, discharge or perform or dischargeincur any liability or obligation of Seller under this Agreement that is not expressly included as an Assumed Liability in accordance with Section 1.04 hereof (all obligations and liabilities of Seller, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (Liabilities, are hereinafter referred to as the “Excluded Liabilities”), includingwhich Excluded Liabilities shall include, without limitationbut not be limited to, the following liabilities and obligations of Reliantfollowing: (a) all liabilities and obligations required any liability or obligation owed to be performed under any Member or other Affiliate of Seller; (b) Taxes of Seller with respect to any period, as a transferee or successor, by contract or otherwise; (c) any liability for any indebtedness with respect to borrowed money, including any interest or penalties accrued thereon; (d) any liability relating to, resulting from, or arising out of, any Excluded Asset; (e) any liability relating to, resulting from, or arising out of, any operation of Seller not related to the Assigned Contracts and Orders Business or any former operation of Seller that has been discontinued or disposed of prior to the Closing Date; (bf) all liabilities any liability of Seller or any Affiliate of Seller or any Member arising or incurred in connection with the origin, negotiation, preparation and obligations execution of Reliant under the Nizatidine Supply this Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due the other agreements contemplated hereby to which Seller is or relating to any voluntary will be a party or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction transactions contemplated herebyhereby and any fees and expenses of counsel, accountants, investment bankers, brokers, financial advisors, finders or other experts of Seller or the Members (collectively, “Transaction Expenses”); or (g) the obligations and liabilities of Seller under the contracts not included in the Assumed Contracts. The Excluded Liabilities shall include all claims, actions, litigation and Proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith.

Excluded Liabilities. Notwithstanding anything to the contrary in any other provision of this Agreement, except for the Purchaser Assumed Liabilities expressly specified in Section 2.2, Buyer shall notnot assume, or otherwise be responsible for, any Liabilities of Seller, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant date hereof ("Excluded Liabilities"). Seller shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, includingthe Excluded Liabilities include, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities Except as otherwise provided in Section 6.6, any Liability to or in respect of any employees or former employees of Seller including without limitation (i) any employment or severance agreement or arrangement, whether or not written, between Seller and obligations any person, (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be performed contributed to by or with respect to Seller or under which Seller may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Employee Plan and (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Assigned Contracts and Orders Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (b) all liabilities and obligations Any Liability of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant Parent or BBI Biotech in connection with any Tax for periods ending on or prior to the Nizatidine Supply Agreement AssignmentClosing, including any Taxes arising in connection with the transactions contemplated by this Agreement; (c) all Losses any Tax arising out of claims of third parties due to from the use or sale operation of the Product Business for periods (whether including portions of Taxable periods) ending on or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to before the Closing Date; (d) subject Any Liability arising from any injury to Sections 7.3(d) and 7.7or death of any person or damage to or destruction of any property, all Government Rebates and Charges and Discounts for Product distributed by Reliant whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of its Affiliates Seller or any other person or entity on or prior to the Closing Date; (e) subject Any Liability of Seller arising out of or related to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name any Action against Seller or any Reliant Brand, distributed by Reliant Action which adversely affects the Purchased Assets in any material respect and which shall have been asserted on or any prior to the Closing Date or to the extent the basis of its Affiliates which shall have arisen on or prior to the Closing Date; (f) Any Liability of Parent or BBI Biotech resulting from negotiating, entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement; (g) Any Liability related to any Former Facility; (h) Any Liability related to any site where Seller or any of its Affiliates formerly disposed of solid or hazardous waste; (i) Any fees and expenses of Seller in connection with the transactions contemplated by this Agreement; (j) Any Liabilities to stockholders or former stockholders of Seller relating to matters arising on or prior to Closing (including but not limited to the transactions contemplated by this Agreement or by the Proxy Statement); (k) Any amounts due under any Insurance Policy, to the extent such amounts relate to periods prior to the Closing; (l) Any Liabilities arising from or relating to the Excluded Assets; (m) Any Liabilities under any Contract, Lease, Permit or Government Contract relating to actions or omissions occurring prior to the Closing; (n) (i) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade payables) in respect of which Seller is liable, contingent or otherwise, as obligor or otherwise and any commitment by which Seller assures a creditor against loss, including contingent reimbursement obligations with respect to letters of credit (including but not limited to all Liabilities and obligations under the Revolving Credit and Security Agreement); (ii) indebtedness guaranteed in any manner by Seller, including a guarantee in the form of an agreement to repurchase or reimburse; (iii) except for capitalized leases listed on SCHEDULE 4.7, obligations under capitalized leases in respect of which Seller is liable, contingent or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations Seller assures a creditor against loss; and (iv) all interest, prepayment penalties, premiums, fees and expenses payable with respect to any of the foregoing; (o) any Liabilities which Buyer may become liable for as a result of or in connection with the failure by Seller to comply with any bulk sale or bulk transfer laws or as a result of any "defacto merger" or "successor in interest" theories of liabilities; (p) any Liabilities to the extent relating to violations or alleged violations of, or any liabilities or obligations under, law (including Environmental Laws, Permits and Environmental Permits) that arise from the operation of the Business prior to the Closing; (q) any Liabilities with respect to the matters set forth on SCHEDULES 4.12 (but excluding those Liabilities specified on SCHEDULE 4.12 under the heading "Post-Closing Obligations of Buyer"), 4.13 (b, c, d and e), 4.20, 4.21 and 4.28; and (fr) All intercompany Liabilities of Parent, BBI Biotech or any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebySubsidiary.

Excluded Liabilities. Notwithstanding anything to The Buyer shall not assume or be responsible for the contrary in this Agreementperformance of any of the following Liabilities (collectively, the Purchaser shall not"Excluded Liabilities"): (a) any liability of the Seller in respect of or otherwise arising from the operation or use of the Excluded Assets or any other assets of the Seller that are not Acquired Assets; (b) any Liability of the Seller including, at without limitation, any Environmental Liability, in respect of or otherwise arising from the Closing exercise of the Reserved Easements or at the condition of the- property on which the Substations (as defined in the Reserved Easements) are located, including Hazardous Substances disposed of or Released at, on or under property on which the Substations are located; (c) any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant Liability relating to the Product treatment, disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility, by the Seller, prior to the Closing Date, of Hazardous Substances that were generated at the Sites, provided that for purposes of this Section, "Offsite Disposal Facility" does not include any location to which Hazardous Substances disposed of or Released at the Acquired Assets have migrated; (d) any Liability of the Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (e) any Liability of the Seller in respect of payment obligations for goods delivered or services rendered prior to the Closing Date or other Liabilities under contracts or leases which the Buyer has not assumed pursuant to Section 2.3(b); (f) any Liability which is or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with GAAP, other than those Liabilities-which are-expressly set forth as Assumed Liabilities in Sections 2.3(a), (b) and (c) hereof, (g) any Liability of the Product Line Operations (whether known Seller arising out of any Employee Benefit Plan established or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due maintained by the Seller or to become duewhich the Seller contributes or any Liability for the termination of any such Employee Benefit Plan; (h) other than any Liability of the Assumed Liabilities (the “Excluded Liabilities”)Seller for any compensation or any benefits, including, without limitation, vacation pay, severance pay, post- retirement benefits and COBRA coverage, accruing on or prior to the following liabilities and obligations Closing Date under the terms or provisions of Reliant:any Seller Employee Benefit Plan, the Collective Bargaining Agreement or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7; (ai) all liabilities and obligations required any Liability of the Seller relating to be performed under any cause of action against the Assigned Contracts and Orders Seller filed -with or pending before any court or administrative agency on the Closing Date; (j) any Liability of the Seller for any fines or penalties imposed by a Governmental Authority resulting from (x) any investigation or proceeding pending on or prior to the Closing Date or (y) illegal acts or willful misconduct of the Seller on or prior to the Closing Date; (bk) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any Environmental Liability to the Nizatidine Supply Agreement Assignment; (c) all Losses arising extent such Environmental Liability arises out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating relates to any voluntary Governmental Authority's allegation and investigation of any criminal violations of Environmental Laws by the Seller of which the Seller has received formal written notification from such Governmental Authority on or involuntary recall of the Product sold prior to the Closing Date; (dl) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior Environmental Liability to the Closing Date; (e) subject to Section 7.5, all obligations for replacements extent such Environmental Liability derives from the same facts which form the basis of a conviction of, or refunds plea of nondisclosure by, the Seller for Product, whether a violation of Environmental Laws which conviction or not bearing Reliant’s name or any Reliant Brand, distributed plea arises out of a Governmental Authority's investigation of criminal violations of Environmental Laws by Reliant or any the Seller of its Affiliates which the Seller receives formal written notification from such Governmental Authority on or prior to before the Closing sixth anniversary of the Effective Date; and (fm) any obligations Liability in respect of Reliant arising under this AgreementTaxes attributable to the Acquired Assets and any Liability in respect of Taxes attributable to the Acquired Assets for periods prior to and including the Closing Date, including except those Taxes for which the Buyer is liable pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebySections 2.8 and 8.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Buyer is assuming only the Purchaser shall notAssumed Liabilities and neither Buyer nor any of its Affiliates is assuming any other Liability of Seller or any of its Affiliates, at whether presently in existence or arising hereafter, including: (a) the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge Retained Environmental Liabilities; (or cause to be paid, performed and dischargedb) when due, all liabilities and obligations of Reliant Liabilities relating to or arising out of the Product Excluded Assets; (c) all Liabilities relating to or arising out of the ownership or operation of the Business or the Purchased Assets (including any such Liabilities of any Purchased Subsidiary), in each case, arising as a result of the operation of the Business prior to the Effective Time, unless otherwise expressly set forth herein; (d) all Taxes, fees and other amounts for which Seller or the Product Line Operations Retained Subsidiaries are responsible pursuant to ‎Article 8; (whether known e) all Liabilities of the Deferred Business to the extent incurred due to a breach of the Seller or unknownits Representatives of ‎Section 2.12 and ‎Section 2.13; (f) all Liabilities under any Business Benefit Plan that is (i) not a Purchased Subsidiary Benefit Plan, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than any such Liabilities expressly assumed by Buyer pursuant to Article 9 or (ii) a Title IV Plan; (g) all Liabilities for which Seller or a Retained Subsidiary expressly has responsibility pursuant to this Agreement or any other Transaction Document; (h) all Liabilities for any Third Party Claim relating to, or arising out of, the Assumed use, application, malfunction, defect, design, operation, performance or suitability of any product of the Business to the extent the injury or damages or occurrence with respect thereto arose or occurred on or before the Effective Time; (i) all Liabilities for any (i) Pre-Closing EPLI Claims and (ii) Pre-Closing Worker’s Comp Claims; (j) all Liabilities for breach of any Contract since the Balance Sheet Date; and (k) all Liabilities to the extent related to the Retained Business. All such other Liabilities (the “Excluded Liabilities”)) shall be retained by and remain Liabilities of Seller or the Retained Subsidiaries, including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyas applicable.

Excluded Liabilities. Notwithstanding anything to the contrary in provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document to the contrary, Purchaser shall not, at the Closing or at any time thereafter, not assume or agree be obligated to pay, perform or dischargeotherwise discharge (and Seller shall retain, and Reliant shall remain liable for and shall pay, perform or otherwise discharge without recourse to Purchaser) any and discharge (or cause to be paid, performed and discharged) when due, all liabilities and and/or obligations of Reliant relating to the Product and the Product Line Operations (Seller of any kind, character or description whatsoever, whether direct or indirect, known or unknown, whether absolute or contingent, whether liquidated matured or unliquidated unmatured, and whether due currently existing or to become due) hereinafter arising, other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, includingand shall cause each of its Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the following liabilities and obligations of ReliantExcluded Liabilities shall include, but not be limited to, the following: (a) all any liabilities and accruing, related to or otherwise arising out of the conduct or operation of the Company’s Business or the ownership, leasing or use of the Acquired Assets on or prior to the Closing Date (excluding, for the avoidance of doubt, Assumed Liabilities); (b) any liabilities or obligations required for (i) Taxes of Seller (or any stockholder or other Affiliate of Seller) or arising from or with respect to be performed under the Assigned Contracts and Orders Acquired Assets, the Company’s Business or the Assumed Liabilities that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date; , (bii) all liabilities and obligations Taxes that are the responsibility of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser Seller pursuant to the Nizatidine Supply Agreement AssignmentSection 7.2, or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) all Losses any liabilities and obligations in respect of any Excluded Asset, whether arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to after the Closing Date; (d) subject to Sections 7.3(d) and 7.7other than as set forth in the Transition Services Agreement, all Government Rebates and Charges and Discounts for Product distributed by Reliant any liability arising in respect of or any of its Affiliates prior relating to the Closing Dateemployment of the present or former employees, officers, directors, retirees, independent contractors or consultants of Seller; (e) subject other than as set forth in the Transition Services Agreement, any liability arising in respect of or relating to any Employee Plan (including any salary, vacation pay, severance pay, bonus or other similar liabilities); (f) any liabilities associated with Indebtedness, to the extent such liabilities are not included in the calculation of Closing Net Working Capital (as finally determined pursuant to Section 7.52.8); (g) any liability incurred by Seller or any Person (other than Purchaser) arising out of or relating to the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the Transaction (including fees and expenses payable to all attorneys and accountants, other professional fees and expenses and bankers’, brokers’ or finders’ fees for Persons not engaged by Purchaser); (h) any liability to distribute to Seller’s shareholders or otherwise apply all or any part of the consideration received hereunder; (i) other than as set forth in the Transition Services Agreement, any liability to indemnify, reimburse or advance amounts to any present or former officer, director, member, shareholder, manager, general partner, limited partner, employee or agent of Seller (including with respect to any breach of fiduciary obligations for replacements by any such party) arising on or prior to the Closing Date or in connection with this Agreement; and (j) any liabilities in respect of any pending or threatened Action arising out of, relating to or refunds for Productotherwise in respect of the operation of the Company’s Business or the Acquired Assets, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates to the extent such Action relates to such operation on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, the Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller (or any predecessor of any Seller or any prior owner of all or part of any of the businesses or assets of any of them or, for the avoidance of doubt, the Sellers' Agent) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"), Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Excluded Liabilities (the “Excluded Liabilities”), includinginclude, without limitation, the following liabilities and obligations of Reliantfollowing: (a) all liabilities except to the extent (and obligations required only up to be performed under such amount) included in the Assigned Contracts and Orders calculation of Total Liabilities, any obligation or liability with respect to periods prior to and including the Closing Datetime of Closing, including liabilities 0 11.1 for the refund of monies to Subscribers; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any liability or obligation for Taxes attributable to the Nizatidine Supply Agreement Assignment;Systems or the Purchased Assets, which are incurred in or attributable to any Pre-Closing Tax Period, except to the extent (and only up to such amount) included in the calculation of Total Liabilities; provided, however, that Apportioned Obligations shall be apportioned and paid in the manner set forth in Section 8.03(b) hereof, (c) all Losses arising out of claims of third parties due except to the use extent (and only up to such amount) included in the calculation of Total Liabilities, any liability or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or obligation relating to any voluntary employee benefits or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates compensation arrangements existing on or prior to the Closing Date; and, including, without limitation, any liability or obligation under any employee benefit agreements, plans or other arrangements of any of the Sellers listed on Schedule 9.02(a); (d) any Non Subscriber Loss Damages; (e) any Y2K Controller Liability; (f) any obligations Environmental Liability; (g) any Chain of Reliant arising under this Agreement, including pursuant to Title Damages; (h) any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.Upgrade Commitments Damages; (i) any Delivery Damages; any Metro Cable Damages;

Excluded Liabilities. Notwithstanding anything to the contrary Except as expressly provided in this AgreementSection 1.2, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or discharge, and Reliant shall remain be liable for and shall payany Liabilities of Seller or any other Person, perform and discharge (whether or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant not relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities Business (the “Excluded Liabilities”), including, without limitation, the following liabilities and obligations of Reliantfollowing: (a) (i) all liabilities Liabilities relating to Taxes attributable to or imposed upon Seller or any of its Affiliates (or for which Seller or any of its Affiliates may otherwise be liable) without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date and obligations required (ii) all Liabilities relating to be performed under Taxes attributable to or imposed on the Assigned Contracts Assets or the Business for any period (or portion thereof) ending on or prior to the Closing Date (including, in each case and Orders without limitation, all Liabilities of Seller and its Affiliates for Taxes related to the transactions contemplated by this Agreement (other than the Transfer Taxes in accordance with Section 1.2(d) and Taxes specifically reflected on the Final Net Working Capital Statement as a current liability and only the amount reflected)) or thereafter; (b) any Liability of Seller arising out of or relating to the execution, delivery or performance of this Agreement, including any claim for payment of fees and/or expenses as a broker or finder in connection with the origination, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and a Selling Party; (c) any Liability of Seller for any fees, costs or expenses of the type referred to in Section 10.6; (d) any Liability relating to any Excluded Asset; (e) to the extent not specifically included in Net Working Capital, any Liability consisting of or relating to Indebtedness; (f) to the extent not specifically included in Net Working Capital, any Liability that relates to, or arises out of, directly or indirectly, the operation of the Business or Seller’s ownership, control or use of the Assets on or prior to the Closing Date, including, but not limited to, any Liability or obligation to any current, past or future employee of Seller or any of its Affiliates based on any event or events occurring prior to the Closing; (g) any violations of Environmental Laws on or prior to the Closing Date; (bh) all liabilities and obligations any Cleanup of Reliant under Hazardous Substances Released, disposed of or discharged (i) on, beneath or adjacent to Seller’s leasehold real property prior to or on the Nizatidine Supply Agreement not assumed Closing Date; or (ii) at any other location if such substances were generated, used, stored, treated, transported or released by Purchaser pursuant or on behalf of Seller prior to or on the Nizatidine Supply Agreement AssignmentClosing Date; (ci) all Losses any Liability to a third party arising out of claims of third parties due to from any Hazardous Substance present at the use Business headquarters on or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (dj) subject any Liability under or otherwise attributable to Sections 7.3(d) and 7.7any Employee Benefit Plan, all Government Rebates and Charges and Discounts including any Liability or obligation for Product distributed by Reliant or any of its Affiliates prior to the Closing Datebenefits payable thereunder; (ek) subject to Section 7.5, all any statutory obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior with respect to the Closing Date; and continuation of benefits for Persons who cease to be employees of Seller (f) any obligations of Reliant arising under this Agreementprovided, including pursuant to any representationhowever, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.that nothing herein

Excluded Liabilities. Notwithstanding anything to the contrary contained herein, except for the Assumed Liabilities, none of the Acquirors or their Affiliates shall assume, or in this Agreementany way be liable or responsible for, the Purchaser shall notany liabilities, at the Closing commitments, or at any time thereafterobligations, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute disclosed or undisclosed, absolute, contingent, whether liquidated inchoate, fixed or unliquidated and whether due or to become due) other than otherwise, of any of the Assumed Liabilities Debtors (the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, includingnone of the Acquirors or their Affiliates shall assume, without limitationand the Debtors shall remain fully responsible for, the following liabilities and obligations liabilities, commitments, or obligations, whether known or unknown, disclosed or undisclosed, absolute, contingent, fixed or otherwise (all of Reliant:which shall be Excluded Liabilities): (a) all any liabilities, commitments or obligations that arose with respect to the Debtors' business or Assets or the use thereof prior to the Petition Date including without limitation (i) any liabilities that result from, relate to or arise out of tort or other product liability claims, and obligations (ii) any liability, commitment or obligation of, or required to be performed under paid by, any of the Assigned Contracts and Orders Debtors for any Taxes of any kind arising prior to the Closing Petition Date; (b) all liabilities and except as provided in Section 1.6, any liability or obligation of any kind under any contract or agreement, written or oral, that is not an Assumed Contract, including the obligations of Reliant arising under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any Contract added to the Nizatidine Supply Agreement AssignmentExhibit 1.3(a); (c) all Losses arising out of claims of third parties due any liabilities, commitments or obligations that arose with respect to the Assets or the use thereof following the Petition Date other than in the ordinary course of business (or sale pursuant to an order of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date;Bankruptcy Court); and (d) subject to Sections 7.3(d) any liabilities or obligations under the Jefferies Agreement other than as specifically set forth in Section 1.4(i). Except for the Assumed Liabilities, none of the Acquirors or their Affiliates shall assume, and 7.7the Globalstar Entities shall retain and discharge when due, all Government Rebates other obligations and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation liabilities of the transaction contemplated herebyGlobalstar Entities.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser The Buyer shall not, at the Closing or at any time thereafter, not assume or agree be obligated -------------------- to pay, perform or dischargeotherwise discharge the following liabilities (collectively, and Reliant shall remain liable for and shall pay, perform and discharge the "Excluded Liabilities"): (a) any liabilities or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant the Seller in respect of any Excluded Assets or other assets of the Seller which are not Purchased Assets; (b) any liabilities or obligations in respect of Taxes attributable to the Purchased Assets for taxable periods ending on or prior to the Closing Date, except for Taxes for which the Buyer is liable pursuant to Section 7.9(a) hereof; (c) any liabilities, obligations or responsibilities relating to the Product and disposal, storage, transportation, discharge, Release, recycling, or the Product Line Operations arrangement for such activities, by the Seller, of Hazardous Substances that were generated at the Purchased Assets, at any Off-Site Location, where the disposal, storage, transportation, discharge, Release, recycling or the arrangement for such activities at such Off-Site Location occurred prior to the Closing Date, provided that for purposes of this Section 2.4(c), "Off-Site Location" does not include any location to which Hazardous Substances disposed of, discharged from, emitted from or Released at the Purchased Assets have migrated from the Purchased Assets including, but not limited to, surface waters that have received waste water discharges from the Purchased Assets; (whether known d) any liabilities, obligations or unknownresponsibilities relating to (i) the transmission facilities delineated in the Interconnection Agreement or Operating Easement Agreements or (ii) any Seller's operations on, whether absolute or contingentusage of, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)operating easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (A) any violation or alleged violation of Environmental Laws and (B) loss of life, injury to persons or property or damage to natural resources, except to the following liabilities and obligations of Reliant:extent caused by the Buyer; (ae) all any liabilities and or obligations required to be performed accrued by the Seller in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts on or before the Closing Date with respect to liabilities related to the Purchased Assets other than any liability assumed by the Buyer under Sections 2.3(a), (e) or (f) hereof; (f) any liabilities or obligations relating to any personal injury to an employee or a third party (including, without limitation, workers' compensation claims), discrimination, wrongful discharge, unfair labor practice, property damage, breach of contract or tort filed with or pending before any court or administrative agency on the Assigned Contracts Closing Date, or any claim arising out of an actual event or events of which Seller has Knowledge as of the Closing Date if it is reasonably foreseeable that such event or events will give rise to a claim that may be filed with any court or administrative agency, with respect to liabilities affecting the Purchased Assets, other than any liabilities or obligations assumed by the Buyer under Section 2.3(e) hereof; (g) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing; (h) any liabilities or obligations imposed upon, assumed or retained by the Seller pursuant to the Interconnection Agreement, Operating Easement Agreements or any other Ancillary Agreement; (i) any liabilities, obligations or responsibilities relating to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) maintained by the Seller and Orders any trade or business (whether or not incorporated) which are or have ever been under common control, or which are or have ever been treated as a single employer, with the Seller under Sections 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate") or to which the Seller and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including any multiemployer plan, maintained by, contributed to, or obligated to contribute to, at any time, by the Seller or any ERISA Affiliate (hereinafter referred to as "Benefit Plans"), including any liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan; (j) liabilities or obligations under Section 2.3(e) that are the subject of a claim filed with or pending before any court or administrative agency on or before November 16, 2000, to the extent that any such claim is not disclosed on Schedule 5.18; (k) liabilities arising under any material intercompany agreement between Seller and an Affiliate of Seller that is not disclosed on a Schedule to this Agreement; (l) liabilities arising under any agreement for the purchase or sale of energy, capacity or ancillary services from the Purchased Assets, other than the Transitional Power Purchase Agreement, the Interconnection Agreement or as disclosed on a Schedule to this Agreement; (m) any accrued liability included in the Estimated Adjustment Amount for which Seller is paid at Closing; (n) any liabilities paid or incurred in connection with obtaining consents to assignment of Seller Agreements; (o) any liabilities for borrowed money or guarantees of third party obligations, except purchase money security interests; (p) liabilities with respect to the pollution control Bonds listed on Schedule 5.15, except for the obligations arising out of the covenants of Buyer set forth in Section 7.8; (q) liabilities with respect to any accrued payment obligations incurred by Seller prior to the Closing Date; (br) all liabilities and obligations any liability for which Seller is entitled to payment under any applicable insurance policy before the application of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant Section 2.3, to the Nizatidine Supply Agreement Assignment; (c) all Losses arising out extent of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Datesuch payment; and (fs) any obligations allocation of Reliant arising under this Agreement, including pursuant charges to any representation, warranty Seller or covenant hereunder, or from the consummation owner of the transaction contemplated herebyPurchased Assets by Southwest Gas Corporation of El Paso Natural Gas Company's Risk Sharing Revenue Stability Charges based on gas transportation or purchases with respect to the Purchased Assets that occurred before the Closing Date.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary in this Agreementcontrary, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree and shall not be responsible to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (any Liabilities of Seller or cause to be paid, performed and discharged) when due, all liabilities and obligations any of Reliant relating to the Product and the Product Line Operations (whether known its Affiliates of any kind or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) all accounts payable and all trade accounts payable of Seller to third parties in connection with the operation of the Business that remain unpaid as of the Closing Date ; (b) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, the following liabilities fees and obligations expenses of Reliant:counsel, accountants, consultants, advisers and others; (ac) all liabilities and obligations required any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to be performed the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 6.14; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (d) any Liabilities relating to or arising out of the Assigned Contracts and Orders Excluded Assets; (e) any Liabilities under any real estate lease; (f) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date; (bg) all liabilities and obligations any product Liability or similar claim for injury to a Person or property which arises out of Reliant under or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the Nizatidine Supply Agreement not assumed improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Purchaser pursuant to the Nizatidine Supply Agreement AssignmentSeller; (ch) all Losses any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller; (i) any Liabilities of Seller arising under any Benefit Plan providing benefits to any present or former employee of Seller; (j) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (k) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary facts, circumstances or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates conditions existing on or prior to the Closing Dateor otherwise to the extent arising out of any actions or omissions of Seller; (l) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business' customers to Seller on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (m) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (n) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to Closing; (o) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions or other third parties; and (fp) any obligations Liabilities arising out of, in respect of Reliant arising under this Agreement, including pursuant or in connection with the failure by Seller or any of its Affiliates to comply with any representation, warranty Law or covenant hereunder, or from the consummation of the transaction contemplated herebyGovernmental Order.

Excluded Liabilities. Notwithstanding anything to the contrary -------------------- contained in this AgreementAgreement and regardless of whether such liability or obligation is disclosed herein or on any Exhibit or Schedule hereto, Buyer shall not assume or in any way be responsible or liable for any other liabilities or obligations of Seller or any other liabilities or obligations whatsoever related to UGCC, or the Purchaser shall notoperation of the Business, at or the Closing or condition of the Purchased Assets at any time thereafteron or prior to the Closing Date (the "Excluded Liabilities"), assume or agree to pay, perform or discharge, and Reliant shall remain liable except for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all such liabilities and obligations of Reliant relating Seller as are to be expressly assumed by Buyer pursuant to Section 1.3 above, and, further, except for possible liability to Seller resulting from any failure by Buyer to resolve for the Product benefit of Seller the Teamsters' claims pursuant to Article 3 of the Master Labor Agreement (Successor Employer and Transfer of Rights). Without limiting the Product Line Operations (whether known or unknowngenerality of the foregoing, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Excluded Liabilities (the “Excluded Liabilities”), includingshall include, without limitation, the following liabilities and obligations of Reliant: (a) all obligations, commitments or liabilities of or claims against Seller , arising out of or in connection with the transfer and obligations required to be performed under sale of the Assigned Contracts and Orders prior to the Closing Date; Purchased Assets hereunder; (b) all liabilities and obligations for transfer or sales taxes and documentary fees imposed by virtue of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to transfer and sale of the Nizatidine Supply Agreement Assignment; Purchased Assets hereunder; (c) all Losses arising out of claims of third parties due to the use or sale of the Product (whether or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates liabilities and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements ofany damage or injury to person or property arising from the ownership, possession or refunds for Product, whether use of any products manufactured or not bearing Reliant’s name or any Reliant Brand, distributed sold by Reliant or any of its Affiliates Seller on or prior to the Closing Date; and (fd) all liabilities and obligations arising from the operation of the Business on or prior to the Closing Date not otherwise assumed by Buyer in connection with any law, statute, rule, regulation, order or decree of any foreign, federal, state or local governmental or regulatory authority (including, without limitation, those relating to business conduct, public health and safety, occupational health and safety and the environment); and (e) all liabilities and obligations of Reliant arising Seller whatsoever not expressly assumed by Buyer in accordance with Section 1.3 above, at the Closing Date. Nothing in this Section 1.4 shall preclude Seller from contesting any Excluded Liabilities, so long as such contest does not prejudice any of Buyer's rights under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser The Buyer shall not, at the Closing or at any time thereafter, not assume or agree be obligated -------------------- to pay, perform or dischargeotherwise discharge the following liabilities (collectively, and Reliant shall remain liable for and shall pay, perform and discharge the "Excluded Liabilities"): (a) any liabilities or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant the Seller in respect of any Excluded Assets or other assets of the Seller which are not Purchased Assets; (b) any liabilities or obligations in respect of Taxes attributable to the Purchased Assets for taxable periods ending on or prior to the Closing Date, except for Taxes for which the Buyer is liable pursuant to Section 7.9(a) hereof; (c) any liabilities, obligations or responsibilities relating to the Product and disposal, storage, transportation, discharge, Release, recycling, or the Product Line Operations arrangement for such activities, by the Seller, of Hazardous Substances that were generated at the Purchased Assets, at any Off-Site Location, where the disposal, storage, transportation, discharge, Release, recycling or the arrangement for such activities at such Off-Site Location occurred prior to the Closing Date, provided that for purposes of this Section 2.4(c), "Off-Site -------- Location" does not include any location to which Hazardous Substances disposed of, discharged from, emitted from or Released at the Purchased Assets have migrated from the Purchased Assets including, but not limited to, surface waters that have received waste water discharges from the Purchased Assets; (whether known d) any liabilities, obligations or unknownresponsibilities relating to (i) the transmission facilities delineated in the Interconnection Agreement or Operating Easement Agreement or (ii) any Seller's operations on, whether absolute or contingentusage of, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)operating easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (A) any violation or alleged violation of Environmental Laws and (B) loss of life, injury to persons or property or damage to natural resources, except to the following liabilities and obligations of Reliant:extent caused by the Buyer; (ae) all any liabilities and or obligations required to be performed accrued by the Seller in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts on or before the Closing Date with respect to liabilities related to the Purchased Assets other than any liability assumed by the Buyer under Sections 2.3(a), (e) or (f) hereof; (f) any liabilities or obligations relating to any personal injury to an employee or a third party (including, without limitation, workers' compensation claims), discrimination, wrongful discharge, unfair labor practice, property damage, breach of contract or tort filed with or pending before any court or administrative agency on the Assigned Contracts Closing Date, or any threatened claim of which Seller has Knowledge, as of the Closing Date, that it is reasonably foreseeable that such claim will be filed with any court or administrative agency and Orders that arise out of actual events which occurred prior to the Closing Date, with respect to liabilities affecting the Purchased Assets, other than any liabilities or obligations assumed by the Buyer under Section 2.3(e) hereof; (bg) all liabilities and any payment obligations of Reliant under the Nizatidine Supply Agreement not Seller for goods delivered or services rendered prior to the Closing; (h) any liabilities or obligations imposed upon, assumed or retained by Purchaser the Seller pursuant to the Nizatidine Supply Interconnection Agreement, Operating Easement Agreement Assignmentor any other Ancillary Agreement; (ci) all Losses arising out any liabilities, obligations or responsibilities relating to any "employee pension benefit plan" (as defined in Section 3(2) of claims of third parties due to ERISA) maintained by the use Seller and any trade or sale of the Product business (whether or not defectiveincorporated) sold prior which are or have ever been under common control, or which are or have ever been treated as a single employer, with the Seller under Sections 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate") or to which the Seller and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including any multiemployer plan, maintained by, contributed to, or obligated to contribute to, at any time, by the Seller or any ERISA Affiliate (hereinafter referred to as "Benefit Plans"), including any liability (i) to the Closing Date by Reliant Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of its Affiliates any such Benefit Plan or ERISA Affiliate Plan; (j) liabilities or obligations under Section 2.3(e) that are the subject of a claim filed with or pending before any court or administrative agency on or before October 16, 2000, to the extent that any such claim is not disclosed on Schedule 5.18; (k) liabilities arising under any material intercompany agreement between Seller and all Losses an Affiliate of Seller that is not disclosed on a Schedule to this Agreement; (l) liabilities arising under any agreement for the purchase or sale of energy, capacity or ancillary services from the Purchased Assets, other than the Transition Power Purchase Agreement, the Interconnection Agreement or as disclosed on a Schedule to this Agreement; (m) any accrued liability included in the Estimated Adjustment Amount for which Seller is paid at Closing; (n) any liabilities paid or incurred in connection with obtaining consents to assignment of Seller Agreements; (o) any liabilities for borrowed money or guarantees of third party obligations, except purchase money security interests; (p) liabilities with respect to the pollution control Bonds listed on Schedule 5.15, except for the obligations arising out of claims the covenants of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing DateBuyer set forth in Section 7.8; (dq) subject liabilities with respect to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed any accrued payment obligations incurred by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or Seller prior to the Closing Date; and (fr) any obligations liability for which Seller is entitled to payment under any applicable insurance policy, to the extent of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebysuch payment.

Excluded Liabilities. Notwithstanding anything to the contrary contained in this AgreementAgreement or any of the schedules attached hereto, the Purchaser Buyer shall not, at the Closing or at any time thereafter, not assume or agree to pay, perform or discharge, and Reliant shall remain be liable for and shall pay, perform and discharge (any obligations or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known Sellers or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) Parent other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, including without limitation, limitation the following liabilities obligations and obligations of Reliantliabilities: (a) all any liabilities and obligations required to be performed under for Income Taxes (as defined below) of Parent or Sellers arising from the Assigned Contracts and Orders operation of the Business on or prior to the Closing Date; (b) all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant any liability for intercompany advances from Sellers to the Nizatidine Supply Agreement AssignmentBusiness; (c) all Losses arising out of claims of third parties due liabilities to the use extent relating to any Excluded Asset; (d) any obligation or sale liability of Parent or Sellers arising under this Agreement and under any other agreement between Buyer and Sellers entered into in connection with this Agreement; (e) all liabilities arising from or related to any claims or actions asserted against Parent and/or its Subsidiaries (as that term is defined in Section 5.5 below) by or on behalf of holders of securities of Parent in connection with the Product ownership of such securities; (whether f) all liabilities of Parent or not defectivethe Sellers (i) sold arising from the offsite disposal of Hazardous Substances generated or used on or prior to the Closing Date by Reliant Sellers or any of its Affiliates and all Losses their predecessors or (ii) arising out in connection with any violation of claims of third parties due to any Environmental Requirement (as that term is defined in Section 5.20) arising from or relating to any voluntary former facility or involuntary recall former property of the Product sold prior to the Closing DateSellers or any of their predecessors; (dg) subject to Sections 7.3(d) except for the indebtedness and 7.7liabilities set forth in Schedule 1.3(f), all Government Rebates indebtedness or other obligations of Parent or the Sellers for borrowed money and Charges and Discounts for Product distributed by Reliant all obligations of the Sellers arising under any promissory notes or any of its Affiliates prior to capital leases (other than the Closing DateLeases); (eh) subject all liabilities of Parent or the Sellers arising from or related to the following lawsuit: Xxxxxxx Xxxxx, et al. v. U.S. Aggregates, Inc., et al., No. CV-2000-291, in the Circuit Court of Colbert County, Alabama; (i) all liabilities of Parent or the Sellers arising from or related to any "employee benefit plan" as that term is defined in Section 7.53(3) of ERISA; (j) all liabilities of the Sellers for all claims, all obligations for replacements of, costs and assessments under worker's compensation laws that are made or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed incurred by Reliant or any of its Affiliates on or the Employees (as that term is defined in Section 5.17(a)) after the Closing Date but made with respect to injuries incurred by the Employees prior to the Closing Date; and (fk) all liabilities of the Sellers for all "welfare benefit claims," costs and assessments under any obligations welfare benefit plan (as defined in Section 3(1) of Reliant arising under this AgreementERISA) which provides medical, health, disability, accident, life insurance, death, dental or other welfare benefits, including pursuant any post- employment benefits or retiree medical, health, disability, accident, life insurance or other such benefits and claims under a "cafeteria plan" as defined in Section 125(d) of the Internal Revenue Code of 1986, as amended, that are made or incurred by any of the Employees prior to the Closing Date but that are payable to any representationof the Employees on or after the Closing Date. For purposes of this Section 1.4, warranty "Income Tax" shall mean any federal, state, county, local or covenant hereunderforeign income, franchise, alternative minimum, add-on minimum or other Tax measured by net income, together with all interest, penalties or additions to Tax or other assessments imposed with respect thereto (including any transferee or secondary liability for any Income Tax and any liability with respect thereto arising as a result of being (or ceasing to be) a member of any affiliated, consolidated, combined or unitary group (or being included, or from the consummation of the transaction contemplated hereby.required to be included, in any Tax Return relating thereto), as well as any liability under any tax sharing agreement with respect thereto)

Excluded Liabilities. Notwithstanding anything 12.3.1 If the Purchaser receives notice of any claim by a third party in respect of any Excluded Liability (an “Excluded liability Claim”) it shall give notice of such claim to the contrary Business Sellers as soon as reasonably practicable. 12.3.2 Subject to Clause 12.3.4, to the extent that the Purchaser (or any member of the Purchaser’s Group) is involved directly in this Agreementthe relevant claim Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claims. 12.3.3 Subject to Clause 12.3.4, the Purchaser shall, to the extent permitted by any Law and Regulations, take such action as the Business Sellers may reasonably request to avoid, dispute, resist, appeal, compromise, defend or mitigate any Excluded Liability Claim subject to the Purchaser being indemnified on an after-Tax basis by the Business Sellers against all Losses which may thereby be incurred and provided that the Purchaser shall notnot be required to take any action which is not consistent in any material respect with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the Closing or at relevant time, conduct any time thereafter, assume or agree Purchaser Third Party Claim. Without limitation to pay, perform or dischargethe foregoing (and subject to applicable Law and Regulations): (i) the Purchaser shall, and Reliant shall remain liable for procure that any other relevant members of the Purchaser’s Group shall, allow the Business Sellers and their financial, accounting, tax or legal advisers reasonable access to allow them to investigate the fact, matter or circumstance alleged to (or which may) give rise to such Excluded Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim; (ii) the Purchaser shall, and shall payprocure that any other relevant members of the Purchaser’s Group shall, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating disclose to the Product Business Sellers all material of which it/they are aware which relates to such Excluded Liability Claim and the Product Line Operations (whether known or unknownshall, whether absolute or contingentsubject to their being paid all reasonable out of pocket costs and expenses, whether liquidated or unliquidated give all such information and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)assistance, including, without limitation, the following liabilities and obligations of Reliant: (a) all liabilities access to premises and obligations required to be performed under the Assigned Contracts and Orders prior personnel (including any Relevant Employee with knowledge relating to the Closing Daterelevant facts, matters or circumstances or who can otherwise reasonably assist the Business Sellers); (b) all liabilities making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignment;other similar activities; and (c) all Losses arising out of claims of third parties due the right to examine and copy or photograph any assets, accounts, correspondence, documents and records, as the use Business Sellers or sale of the Product (whether their financial, accounting or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Datelegal advisers may reasonably request; and (fiii) the Purchaser shall, and shall procure that any obligations other members of Reliant arising under this Agreementthe Purchaser’s Group shall, including pursuant at all times take all reasonable steps to maintain any legal privilege that exists in relation to any representationinformation referred to in this Clause 12.3 (including books of account, warranty records and correspondence) relevant to the Excluded Liability Claim. Nothing in this Clause 12.3 shall entitle any Business Seller or covenant hereunder, or from the consummation its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the transaction contemplated herebyTransaction Documents. 12.3.4 In relation to any claim by a third party relating to an Excluded Liability the Business Sellers shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest the relevant claim (including making counterclaims or other claims against third parties and including instructing such professional and legal or tax advisers as the Business Sellers may nominate to act on behalf of the relevant Purchaser or member of the Purchaser’s Group) in the name of and on behalf of the Purchaser or member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals except that the Business Sellers shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any RBSG Third Party Claim.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementNeither Buyer nor any of its Affiliates shall assume any Liabilities of Seller (such unassumed Liabilities, the Purchaser shall not, at the Closing or at any time thereafter, assume or agree to pay, perform or discharge, and Reliant shall remain liable for and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the Product and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, includingin no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, without limitationand Seller shall remain bound by and liable for, and shall pay, discharge or perform when due, the following liabilities and obligations Liabilities of ReliantSeller: (a) all liabilities and obligations required to be performed under the Assigned Contracts and Orders prior Liabilities for (i) Taxes relating to the Business or the ownership, operation or use of the Purchased Assets for any Pre-Closing DateTax Period and (ii) Taxes of Seller or any Affiliate of Seller; (b) all liabilities Liabilities in respect of the Excluded Contracts and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the Nizatidine Supply Agreement Assignmentother Excluded Assets; (c) all Losses product Liability, warranty and similar claims for damages or injury to person or property, claims of infringement of Intellectual Property Rights and all other Liabilities, regardless of when made or asserted, which arise out of any events occurring or actions taken or omitted to be taken by Seller, or otherwise arising out of claims of third parties due to or incurred in connection with the use or sale conduct of the Product (whether Business, on or not defective) sold prior to the Closing Date by Reliant or any of its Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to before the Closing Date; (d) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior to the Pre-Closing DateEnvironmental Liabilities; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any Indebtedness of its Affiliates on or the Business incurred prior to the Closing DateClosing; (f) all Liabilities under Seller Benefit Plans; (g) all Transaction Expenses of Seller; and (fh) any obligations all Liabilities arising out of Reliant arising under or incurred in connection with the negotiation, preparation and execution of this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from Agreement and the Ancillary Agreements and the consummation of the transaction transactions contemplated herebyhereby and thereby, including Taxes and fees and expenses of Seller’s counsel, accountants and other experts.

Excluded Liabilities. Notwithstanding anything to the contrary in this AgreementAgreement or any of the Schedules attached hereto, the Purchaser shall not, at the Closing or at any time thereafter, Buyer will not assume or agree to pay, perform or dischargebe liable for, and Reliant Seller shall remain liable for retain and shall pay, perform and discharge (or cause to be paid, performed and discharged) when due, all liabilities and obligations Seller shall indemnify Buyer and its Affiliates against and hold them harmless from, any obligation or liability of Reliant relating to the Product and the Product Line Operations (whether Seller of any kind or nature, known or unknown, whether absolute contingent or contingentotherwise, whether liquidated or unliquidated except those expressly assumed by Buyer in Section 1(b) above (collectively, the "EXCLUDED LIABILITIES"), and whether due or to become due) other than the Assumed Liabilities (the “Excluded Liabilities”)Seller shall retain and pay, perform, including, without limitation, the following liabilities and obligations of ReliantExcluded Liabilities: (ai) all liabilities indebtedness or other obligation of the Seller or any of its Affiliates for borrowed money, whether current, short-term or long-term, secured or unsecured, (ii) all indebtedness of the Seller or any of its Affiliates for the deferred purchase price for purchases of property which is not evidenced by trade accounts payables, (iii) all lease obligations of the Seller or any of its Affiliates under leases which are capital leases in accordance GAAP (other than the Assumed Leases), and obligations required (iv) any liability of the Seller under deferred compensation plans, severance or bonus plans or similar arrangements made payable as a result of the transactions contemplated herein, other than the Severance Payments or pursuant to be performed under the Assigned Contracts Retention Agreements (collectively, "INDEBTEDNESS"); (ii) any liability of Seller or any of its Affiliates for Taxes, including Seller's pro rata portion of any real and Orders personal property taxes with respect to its ownership and use of any of the Acquired Assets prior to the Closing Date; (biii) all liabilities and obligations except as provided in Section 7(l), any liability or obligation under or with respect to any Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by any member of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant controlled group of companies (as such term is defined in Section 414 of the Code) of which Seller is or was a member, or with respect to the Nizatidine Supply Agreement Assignmentwhich Seller or such controlled group member has any liability; (civ) all Losses arising out any liability or obligation with respect to any former employee of claims Seller or any employee of third parties due to the use or sale Seller who does not become a Transferred Employee in accordance with Section 7(l); (v) any intercompany and intracompany payables; (vi) any liability of the Product (whether or not defective) sold prior to the Closing Date by Reliant Seller or any of its Affiliates and all Losses arising out of claims of third parties due to of, resulting from or relating to infringement, misappropriation or other conflict in connection with the Seller's Intellectual Property or the Intellectual Property of any voluntary third party, whether arising before or involuntary recall after the Closing, except for any liability of arising after the Product sold Closing in connection with any Intellectual Property that is an Acquired Asset; (vii) any liability relating to the Seller's proposed horticultural sales and service center that was to be located in Somerset, New Jersey (other than the reimbursement of Seller referred to in Section 6(h)); (viii) any liability relating to any Excluded Asset; (ix) any liability to any officer, director, employee, former employee, consultant or agent of Seller, including workers' compensation, union contracts, medical or sick pay liabilities, pension or profit sharing liabilities or severance liabilities or any other employee benefit offered by Seller incurred or arising prior to the Closing Date, other than pursuant to the Retention Agreements and the Severance Agreements; (dx) subject to Sections 7.3(dany obligation, violation or liability (contingent or otherwise and including liability for response costs, personal injury, property damage or natural resource damage) arising under Environmental, Health and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any of its Affiliates prior Safety Laws (whether accruing to the Closing Date; (eSeller or the Buyer in the first instance) subject to Section 7.5, all obligations for replacements of, in connection with offsite disposal of any materials by Seller or refunds for Product, whether former facilities owned or not bearing Reliant’s name or any Reliant Brand, distributed operated by Reliant or any of its Affiliates on or prior to the Closing DateSeller; and (fxi) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated herebyall liabilities set forth in SCHEDULE 1(c)(xi).